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

                                  FORM 10-KSB/A

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

       For the fiscal year ended December 31, 2004

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

       For the transition period from __________________ to __________________

                       Commission file number: 000-27637


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


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


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


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


                   Name of each exchange on which registered:

           Securities registered under Section 12(b) of the Act:

                                      None


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

                     Common Stock, $.001 par value per share
                                (Title of class)

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

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

Issuer's revenues for its most recent fiscal year:  $4,195,842

Aggregate market value of voting stock held by non-affiliates of the issuer
computed by reference to the price at which such stock was sold on March 25,
2005 was: $449,056.

The number of shares outstanding of each of the issuer's classes of common
stock, as of March 25, 2005 was 7,639,477 shares of common stock.

Documents incorporated by reference:  None.

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

<PAGE>

                  Global Entertainment Holdings/Equities, Inc.




                                 Index to Annual
                              Report on Form 10-KSB
                      For The Year Ended December 31, 2004

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

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

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

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

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

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.........9

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

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

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

ITEM 8B.   OTHER INFORMATION.................................................15


PART III.
ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ..............17

ITEM 10.   EXECUTIVE COMPENSATION............................................21

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....23

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................25

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K..................................25

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES............................25

SIGNATURES...................................................................26

31.1       CERTIFICATIONS

32.1       CERTIFICATIONS




<PAGE>

                                     PART I



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

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

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

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

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

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

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

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

                                        1

<PAGE>

PRODUCTS

The team at IGW has been developing and supporting gaming software since 1996.
We have created a suite of products to offer our licensees better risk
management, ease of use and a back office product that simplifies player and
gaming oversight. Our software offers a fully automated online entertainment
experience for the licensee's player. Our online Sportsbook, Racebook and Casino
software systems are complemented by profitability enhancement tools, such as
the player retention system, the risk management tools and platform management
package.

All software products are integrated, enabling players to use a single-wallet to
access all of an operator's products seamlessly. This integrated feature results
in higher revenues for our licensees by giving players easier access to a larger
variety of activities. We continuously enhance and add new gaming products to
our software. Our commitment to product expansion and enhancement attempts to
assure our licensees of new avenues for revenue growth.

Sportsbook

The IGW Sportsbook offers players a multitude of wagering options and
activities. Players can customize their experience by selecting favorite team
tracking and preferred betting styles, creating a personalized wagering
environment. The preference-based odds display allows players from the United
Kingdom to see the price in the format they are used to, while still providing
non-UK players the lines in their traditional format. Our flexibility and
feature rich software has resulted in numerous awards for us and our licensees,
including Top Sportsbook Software and Best Affiliate Program in 2004 from
Gambling Online Magazine.

Racebook

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

Casino

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



                                        2

<PAGE>

Wireless Access

In partnership with Phantom Fiber, Inc., in 2005 we have deployed a wireless
access framework for real time wagering on handheld devices, such as mobile
cellphones. Employing client-server architecture and proprietary technology
developed by Phantom Fiber, our wireless product delivers crystal clear
presentation screens, high performance and responsiveness. Licensees receive
additional benefits from this product, as they can reach their players by
extending player access along with no separate player accounts are required -
this system communicates directly with existing account management and game
server systems in our sophisticated platform management system.


Poker

In partnership with a third party, we offer our licensees interactive poker
gaming for their players. This development enables Licensees to tap into our
industry's most dynamic growth product today, online poker.


Agent Software

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

Player Retention System

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

Risk Management Tools

The new risk management tools include the Bet Ticker(C) and sophisticated player
profiling tools providing the operator an edge over sharper players. The Bet
Ticker(C) allows real time monitoring of betting action the user has
preconfigured to display default minimum bet sizes and special rated accounts
which enables a greater breadth of risk assessment with reduced staff and the
ability to increase overall hold percentage. A player profiling tool, for
example, would include the limit structure to monitor and control wagers
including ifs and combination wagers. IGW's Event Creation Wizard guides you
through the event creation process based on your unique bookmaking philosophy.
Some of the different limits settings include: store default, punter, punter
exceptions, event, night-time, early wagering, and last hour limits. This level
of control enables the bookmaker to drive up the hold percentage by reducing
exposure without exorbitant personnel overhead.

Services

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

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

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

-          Custom Software Development. Research and development of new
           functionality, enhancements and new games at the request of
           operators. We can custom develop practically any application to meet
           defined specifications.


NEW PRODUCT OFFERINGS


During 2004, we focused our energy on designing and developing our next
generation enterprise-class gaming management system, Tyche (previously referred
to as eGMS). This software rewrite is designed to take advantage of 21st century
development methodologies and is targeted to become the premiere software
platform which will enable our licensees to manage their business more
effectively and efficiently. We anticipate the first release of Tyche to occur
in the third quarter of 2005.

                                        3

<PAGE>

COMPETITION

We estimate that there are a dozen significant competitors. A few of the
competitors are publicly held corporations, but are foreign based. Information
gleaned from publicly available filings indicates positive results of both sales
and profits for a majority of those competitors. Overall, we are observing
consolidation in the industry as companies position themselves for the benefit
of economies of scale. We do not have any immediate plans to participate in the
industry consolidation.

ECONOMIC DEPENDENCIES

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

Prior to August 1, 2004, we received a substantial portion of our revenues from
two customers. These two customers represented 98% of our 2004 revenues and 95%
of our 2003 revenues. Effective August 1, 2004, one of these licensees, which
accounted for 8.3% of our revenues, ceased using our software. Management has
evaluated the impact of the loss of this licensee and determined that it will
not have a materially adverse impact on our financial position. The loss of the
remaining licensee would jeopardize our ability to continue as a going concern.

REGULATORY ENVIRONMENT

We are suppliers of software and hosting services to the internet gaming
industry, but we do not manage, operate or own any gaming or wagering activity
or entity. We have entered into licensing agreements with users of our software
who are involved in internet gaming. Some governmental jurisdictions, by example
the United Kingdom and the Netherlands Antilles, have adopted legislation to
regulate internet gaming. Other governmental jurisdictions have adopted
legislation to prohibit internet gaming. The uncertainty surrounding the
regulation or the prohibition of internet gaming could have a material adverse
effect on our business, revenues, operating results and financial condition.

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

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

The World Trade Organization ("WTO") has held that the position Antigua argued
claiming that the United States, through both federal and state laws, breached
the general agreement on trade and services by placing restrictions on internet
gambling, is correct. The WTO's final opinion, issued April 8, 2005, will result
in further clarification of U.S. internet gambling restrictions according to
Acting U.S. Trade Representative Peter F. Allgeier. This may result in greater
access to U.S. markets by our licensees.



                                        4




<PAGE>

RESEARCH AND DEVELOPMENT - SOFTWARE CAPITALIZED COSTS

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

We invested $433,704 and $161,326 in 2004 and 2003 on development/enhancements
of our software products and $205,779 and $706,941, respectively on maintenance
of our products. The increase in development/enhancements and decrease in
maintenance in 2004 resulted from our focus on our next generation platform.

EMPLOYEES

As of December 31, 2004, we had 24 full time employees. Management believes our
relations are good with our employees and does not anticipate any labor relation
issues. None of our employees are covered by collective bargaining agreements.

ITEM 2.  DESCRIPTION OF PROPERTY

Our subsidiary, IGW, leases 504 square feet of office space along with secured
facilities within a server hosting farm for our telecommunication equipment in
Curacao, Netherlands Antilles. The yearly lease commenced on July 15, 2003 for
an initial three year period with one year automatic renewals thereafter. The
monthly recurring fee on the lease is $26,616, of which $22,050 relates to
telecommunication costs. Effective January 31, 2005, we relinquished our office
space in Curacao which will result in an annual savings of $22,848.

Our corporate offices are located at 703 Waterford Way, Miami, Florida. We
currently lease 7,074 square feet of office space under an initial five year
lease ending July 13, 2008, at a monthly minimum base lease rate of $10,906.


ITEM 3.  LEGAL MATTERS

NONE


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

No matters were submitted during the fourth quarter of the fiscal year covered
by this report which were not previously reported.


                                       5



<PAGE>



                                     PART II





ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

YEAR 2004                           High                Low
                                  --------           --------
   First Quarter                   $0.50               $0.06
   Second Quarter                   0.20                0.15
   Third Quarter                    0.15                0.09
   Fourth Quarter                   0.20                0.09

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



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

         o        the demand for our common stock;

         o        the number of shares available to the general public;

         o        the number of market makers for our common stock;

         o        developments in the market for gaming software developers; and

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

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





                                       6

<PAGE>


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

There are approximately 115 holders of record, additionally; we estimate that
about 200 holders owned our common stock either of record or through a broker,
bank or other nominee as of December 31, 2004.

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

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


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

<TABLE>
<CAPTION>
                                               Number of            Weighted-          Number of securities
                                            securities to be     average exercise    remaining available for
                                              issued upon           price of          future issuance under
                                              exercise of         outstanding          equity compensation
                                              outstanding           options,             plans (excluding
                                           options, warrants      warrants and       securities reflected in
Plan Category                                  and rights            rights                column (a))
------------------------------------------------------------------------------------------------------------
                                                  (a)                 (b)                       (c)
------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>                       <C>
Equity compensation plans approved by              0                   n/a                     0
security holders
------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved by      2,041,635             $0.70                     0
security holders
------------------------------------------------------------------------------------------------------------
Total                                          2,041,635             $0.70                     0
------------------------------------------------------------------------------------------------------------
</TABLE>





                                        7

<PAGE>



Description of Equity Compensation

During the past several years, employees of the Company have been granted
options to acquire shares of the Company's common stock. Options issued prior to
2002 were not set forth in a formal stock option plan but were provided as
motivation and incentives to individuals who, in the Company's opinion, were
important to the Company's success. Options issued in 2002 and thereafter, were
issued pursuant to the 2002 Stock Option Plan of Global Entertainment
Holdings/Equities, Inc. and also provided as motivation and incentives to
individuals considered important to the Company's success. The 2002 plan was
approved by our board of directors, but not submitted to a vote of stockholders.
The total number of options granted and outstanding at December 31, 2004, and
the exercise price and expiration dates for each year are as follows:

                 Total    Exercise
        Year    Options   Price      Expiration Date
        ----    -------   --------   -----------------
        1998    160,125    $0.50     December 31, 2008
        1999    222,525    $0.50     December 31, 2009
        2000    331,000    $1.00     January 29, 2005
                182,383    $1.25     January 29, 2005
                  8,000    $1.50     January 29, 2005
                 97,860    $2.00     January 29, 2005
                 31,800    $2.50     January 29, 2005
        2001    283,675    $0.71     December 31, 2011
                 35,000    $0.82     December 31, 2005
        2002    233,850    $0.50     December 31, 2012
        2003    227,167    $0.08     December 31, 2013
        2004    210,250    $0.10     December 31, 2014
                 18,000    $0.15     December 31, 2014
               --------
       Total  2,041,635


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

During the fiscal year ended December 31, 2004, as more fully set forth below,
we issued and sold unregistered securities which sales have not previously been
reported. An underwriter was not utilized in this transaction. The recipients of
securities in the transaction represented their intention to acquire the
securities without a view to distribution. Each of the certificates representing
the issued securities have been stamped with a legend restricting the transfer
of the securities prepared thereby. All sales of securities were to accredited
investors in private placements, and accordingly all of the sales complied with
Sections 3, 4(2) and 4(6) of the Securities Act of 1933.

On August 31, 2004, pursuant to the conversion provision of a promissory note
dated June 18, 2003, the note holder converted $6,250 of the note payable into
25,000 shares of common stock at a per share price of $0.25. These securities
were issued in a transaction exempt from registration under the Securities Act
of 1933 in reliance on Sections 3, 4(2) and 4(6) of the Securities Act of 1933.


                                       8
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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

Our Business
------------
We provide business development support and administrative assistance for
technology-driven subsidiaries that license, develop and host interactive
digital entertainment software applications. Our services are technology based
only. We do not manage, operate or own any gaming or wagering activity or
entity.

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

    Software Developed for Licensing and Websites

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

Internal and external costs incurred to develop software for licensing and
websites are capitalized. Costs are capitalized when it is probable that the
software developed for licensing and 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. Software developed for licensing and websites will be considered to
be impaired when they no longer provide substantial service potential, or
significant changes occur in the extent or manner in which the websites are
used. Impairment will be recognized in the period when impairment is deemed by
management to have occurred. (See Note 3 to the audited financial statements).

    Impairment of Long-Lived Assets

The Company follows Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No.
144 requires that long-lived assets, including property and equipment, be
reviewed for impairment whenever events or changes in circumstances indicate the
their carrying amount may not be recoverable. The Company assesses its assets
for impairment based on the estimated future undiscounted cash flows expected to
result from the use of the asset and records impairment losses when this amount
is less than the carrying amount. Impairment losses are recorded for the excess
of the assets' carrying amount over their fair value, which is the generally
determined based on the estimated future discounted cash flows over the
remaining useful life of the asset using a discount rate determined by
management at the date of the impairment review. For the year ended December 31,
2004, management's impairment review resulted in an impairment loss of $124,494,
included in the under the caption estimated loss on Internet security service
project in the accompanying financial statements.

    Revenue recognition

Revenues and directly related expenses are recognized in the period in which
they occur. Revenues and related expenses are recognized from the sale of the
licenses when persuasive evidence of an arrangement exists, delivery of access
to the software has occurred, and the license fee has been determined and
collectability of the license fee is probable. (See Note 3 to the audited
financial statements).

Industry Overview
-----------------
Overall, the outlook for the industry remains relatively attractive. Revenue
from online gaming is estimated to have reached $7.4 billion in 2004 and is
expected to reach $10 billion in 2005, per Christiansen Capital Advisors LLC, an
industry researcher.

Although there are about 120 software companies in our market arena, we have
identified less than a dozen companies that we directly compete against. A
number of those competitors own or control gaming operations, which gives them
access to greater resources than we have. The industry is experiencing
consolidation at all levels. We anticipate facing more difficult competition and
longer sales cycles as the consolidation occurs within the industry.

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

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

                                       9

<PAGE>

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

         o        Introducing our new, dynamic interactive digital entertainment
                  platform to the industry: Tyche.

         o        Partnering with best-of-breed technology firms around the
                  world to enhance our products and services (Identifying and
                  executing on strategic partnerships);

         o        Expanding our sales into additional geographic areas;

         o        Improving our product offering and back office administration
                  system to enhance the control and reporting functions to
                  benefit operators; and

         o        Integrating additional games to our product offering;


During 2004, we have taken significant steps to achieve our strategic
initiatives. We:

         o        Enhanced our current software with 312 feature requests made
                  by our Licensees;

         o        Released websites that accept payments in Pound Sterling;
                  Euros and Indian Rupees;

         o        Internationalized sites with dates/time formats, odds and time
                  zones;

         o        Devoted the majority of our software development to our next
                  generation platform to be released in Q3 of 2005; and

         o        Released an additional 20 casino games in 2004;


Although we were not profitable in 2004 and 2003, we anticipate returning to
profitability in 2005. We expect to achieve this through the following efforts:

-        Increased sales through new licensees. We have engaged the services of
         an experienced and well known sales and marketing firm in Europe to
         assist us in reaching new licensees.
-        Increased revenues through new product offerings. We have added a poker
         product and wireless wagering to our offering and we anticipate further
         expansion of our offerings in 2005.
-        Certain expenses were incurred in 2004 which will not be incurred in
         future years. Our reserve for estimated losses on certain contract
         cancellation costs and our loss on impairment of assets, relating to
         the internet security services, resulted in an expense of $241,436.
-        Reduced expenses. We have closed our administrative office in the
         Netherlands Antilles and have lowered our payroll costs over prior
         years. Although we continue our hosting operations in the Netherlands
         Antilles, our anticipated savings from the closing of our office is
         estimated at $250,000 per year.

                                       10

<PAGE>

Results of Operations
---------------------
We experienced a net loss for the year ended December 31, 2004 of $(748,469)
compared to a net loss of $(1,479,553) for the year ended December 31, 2003. Our
loss from operations decreased to $(380,038) for the year ended December 31,
2004 compared to a loss from operations of $(1,469,948) for the year ended
December 31, 2003.

Sales decreased $485,490, or 10.4% to $4,195,842 for the year ended December 31,
2004 from $4,681,332 for the year ended December 31, 2003. This decrease
primarily resulted from the curtailment of marketing services activities and a
decrease in software licensing revenues. The following outlines our revenues by
category:

                                               2004            2003
                                               ----            ----
Marketing Services                        $      -0-      $   30,230
Internet Security Services                    10,750             -0-
Software Licensing and Other Fees          3,900,098       4,310,675
Hosting Services                             284,994         340,427
                                          ----------      ----------
  Total                                   $4,195,842      $4,681,332

Marketing services ceased in 2002, as expenses exceeded income in both 2001 and
2002. Revenues in 2003 for Marketing Services represent the final amounts due
under 2002 contracts. Software Licensing and Other Fees decreased by $410,577.
This decrease was due to a contractual decrease in our software licensing rate
with our major Licensee and the loss of a licensee which contributed 8.3% to our
sales.









                                       11

<PAGE>

Cost of revenues were 52% of total revenue for the year ended December 31, 2004
and 65% of total revenue for the year ended December 31, 2003. The following
items constitute the expenses in cost of sales:

                                               2004           2003
                                               ----           ----
Amortization                               $  551,289     $  675,931
Bandwidth                                     443,362        368,980
Software Licensing costs                      199,122        706,941
Salary and related payroll costs              984,804      1,282,446
Cost of Marketing Products & Misc                 -0-         11,317
Sponsorship Projects                              -0-         14,165
                                            ---------      ---------
    Total                                  $2,178,577     $3,059,780

Amortization decreased as proprietary software developed in earlier years
reached the end of its assigned economic life of three years. Bandwidth costs
increased as a result of higher usage by our licensees and additional bandwidth
purchased in connection with our internet security services. Software licensing
Costs decreased $507,819 to $199,122 for the year ended December 31, 2004 from
$706,941 for the year ended December 31, 2003. This decrease resulted from lower
maintenance costs on our current products, as we placed more resources into
developing our next generation platform, and reduced costs of licensing products
from third parties. Salary and related expenses decreased $297,642 as a result
of cost savings from staffing reductions and increased resources devoted to our
new platform in development, resulting in a higher amount of salary expense as
part of capitalized software development.

Selling expenses decreased by $120,763 to $161,996 in the year ended December
31, 2004 from $282,759 in the year ended December 31, 2003.

Although our advertising and marketing costs increased within our selling
expenses, payroll, travel and other expenses were lower due primarily from the
cost savings as a result of our Director of Sales leaving as of the third
quarter of 2003. Our higher advertising and marketing expenses were in
connection with the European market focus in the fourth quarter of 2004 and the
costs of contracting with our sales and marketing representative in that
geographic area.

General and administrative expenses for the years ended December 31, 2004 and
2003 were comprised of the following items:

                                                  2004              2003
                                                  ----              ----
Bad debt expense                              $   43,372        $   37,116
Depreciation & amortization                      527,184           437,460
Office expense, travel and other expenses        379,651           612,916
Rent                                             221,318           196,943
Salaries and wages                               894,249           765,327
Legal and professional expenses                  169,533           450,242
Moving Expenses                                      -0-           308,737
                                               ---------         ---------
     Total                                    $2,235,307        $2,808,741

The increase in Depreciation and Amortization of $89,723 from $437,460 for the
year ended December 31, 2003 to $527,184 for the year ended December 31, 2004 is
attributable to the higher investment in equipment. The decrease of $233,265 in
office expense, travel and other expenses relates primarily to lower
telecommunication, shipping, utilities, financial consulting and insurance
costs, most of which are related to our reduced presence in the Netherlands
Antilles and our hosting facility move in 2003. The increase in rent expense was
attributable to the cost of larger offices in Miami to accommodate personnel
moved from the Netherlands Antilles in 2003. Salary and wages increased
$128,922. This increase results from a full year of costs associated with the VP
of Marketing and Business Development and severance and associated costs on
terminated employees. Employee headcounts decreased from 29 employees at
December 31, 2003 to 24 employees at December 31, 2004. Payroll costs are
distributed over several categories as follows:

                                       12

<PAGE>

Salary, wages and related costs included in -

                                                  2004              2003
                                                  ----              ----
   Capitalized software                       $  337,959        $  154,228
   Selling Expenses                               32,316           171,521
   Cost of Revenues                              984,804         1,868,436
   General and Administrative expenses           894,249           765,327
                                               ---------         ---------
      Total payroll costs                     $2,249,328        $2,959,512


Legal and professional expenses decreased $280,709 for the year ended December
31, 2004 from the year ended December 31, 2003. This decrease was primarily due
to the settlement of a dispute with a shareholder/former officer.

Liquidity and Capital Resources
-------------------------------
During the year ended December 31, 2004, we incurred a substantial loss.
Historically, we have relied on operating cash flows for our liquidity. If
revenues do not increase, this could impact the funds from operating cash flow
and jeopardize our ability to meet current obligations. In addition, we have a
working capital deficiency of $836,168. Debt payment of $664,946 and capital
lease obligations of $90,614 are due within the next year. We are implementing
various cost saving programs as a result of these factors and we believe that
third party financing will be available to enable us to continue as a going
concern. Additionally, our officers have indicated that they will provide up to
$350,000 of funding, of which $50,000 has already been funded through April 14,
2005.

Cash provided from operating activities totaled $608,505 for the year ended
December 31, 2004 compared to $862,297 for the year ended December 31, 2003. The
decrease of $253,792 resulted from the reduced net loss, absence of collections
on trade notes as they were collected in full in 2003 and the increased payments
on accounts payable. The cash provided by operations was employed in purchasing
additional equipment in the amount of $133,611, development of software in the
amount of $433,704 and payments on notes payable and capital leases and purchase
of treasury stock in the amount of $242,629. Our cash position at December 31,
2004 was $233,456; a decrease of $201,439 over our cash position at December 31,
2003 of $434,895. We anticipate a substantially similar investment in
development of software in 2005 as that incurred in 2004. Overall, we believe
cash flows from operations should be sufficient to meet our needs for working
capital in both the short term and long term. We will, however, require funding
for our anticipated investment in capitalized software in 2005. Management has
taken steps to obtain the needed funding through loan arrangements and other
advances.

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

As mentioned in DESCRIPTION OF BUSINESS, Economic Dependencies, during the years
ended December 31, 2004 and 2003, we received a substantial portion of software
licensing fee revenue from one and two licensees, respectively. In 2004 and
2003, software licensing fees and other fees from one and two licensees were
$3,730,456 or 89% of Total Revenue and $4,424,615 or 95% of Total Revenue,
respectively. As of December 31, 2004 and 2003, accounts receivable from one and
two licensees totaled $332,000 or 73.4% of total receivables and $586,020, or
85.6% of total receivables, respectively.

Contractual Obligations
-----------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                    More than 5
Contractual Obligations                 Total      Less than 1 year    1-3 years     3-5 years          years
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>           <C>                <C>              <C>
Long-Term Debt                          922,816             664,946       257,870            --                --
------------------------------------------------------------------------------------------------------------------

Capital Lease Obligations               159,613              90,614        68,999            --                --
------------------------------------------------------------------------------------------------------------------

Operating Leases                        995,000             471,000       524,000            --                --
------------------------------------------------------------------------------------------------------------------

Purchase Obligations                         --
------------------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP                     --
------------------------------------------------------------------------------------------------------------------
Total
                                      2,077,429           1,226,560       850,869            --                --
------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       13

<PAGE>

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

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

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

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

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

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

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

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

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

- We may be unable to protect our intellectual property rights. Our success
depends in part on our ability to protect our proprietary technologies. We rely
on a combination of trade secrets and confidentiality and other contractual
provisions to establish and protect our proprietary rights. We have no
trademarks, patents or other intellectual property protection. Litigation, which
could result in substantial costs and diversion of effort by us, may also be
necessary to enforce any infringement issues or to determine the scope and
validity of third-party proprietary rights. Any such litigation, regardless of
outcome, could be expensive and time consuming, and adverse determinations in
any such litigation could seriously harm our business.

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

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

                                       14

<PAGE>


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

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

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

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

- Other risk issues

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



                                       15

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS


None


ITEM 8A. CONTROL AND PROCEDURES

Our management, including our principal executive officer and principal
financial officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the year ended December 31, 2004, the
period cover by the Annual Report on Form 10-KSB. Based upon that evaluation,
our principal executive officer and principal financial officer have concluded
that the disclosure controls and procedures were effective as of December 31,
2004 to provide reasonable assurance that material information relating to the
Company is made known to management including the CEO and CFO.

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


ITEM 8B. OTHER INFORMATION

Not applicable.


















                                       16

<PAGE>

                                    PART III


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

         Our directors and their ages as of December 31, 2004 are as follows:

Name                       Age   Position                  Period of Service
-----                      ---   --------                  -----------------
Bryan Abboud............   34    Chief Executive Officer   January 2002 -
                                 and Director              Present

Thomas Glaza............   70    Director and              February 2001 -
                                 Chairman of the Board     Present

James Doukas.............  70    Director                  April 2002 -
                                                           Present

David Outhwaite..........  51    Director                  May 2004 -
                                                           Present

Dave Stein...............  58    Director                  January 2002 -
                                                           Present

Certain biographical information concerning the Directors and executive officers
of the Company as of December 31, 2004 is set forth below. Such information was
furnished by them to the Company.

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

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

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

DAVID OUTHWAITE has been a director of the Company since May 12, 2004. Mr.
Outhwaite is the CEO and President of VIQ Solutions, Inc. of Markham, Ontario.
VIQ Solutions, Inc. provides complete solutions that include digital voice
capture and workflow management software, network storage utilities, and world
class transcriptions services. Mr. Outhwaite has 32 years of experience in the
software and telecommunications industries. Previously, Mr. Outhwaite was the
COO of CryptoLogic Inc., a Toronto based company providing Internet based Casino
and eCommerce software to the global marketplace.
Mr. Outhwaite has held executive management positions with Informix Software
Canada, Sybase Canada, Control Data Systems and Philips Information Systems. He
has had an extensive career managing growth technology companies employing
several hundred people and has led expansions in South American, European and
Pacific markets. Mr. Outhwaite has participated in numerous ISO certifications
and has acted as Compliance Officer for several public companies. He brings
in-depth operational experience, and proven record of success to his role at VIQ
Solutions, Inc. Mr. Outhwaite attended the University of Manitoba and the
Canadian Institute of Management.

DAVE STEIN has been a director of the Company since January 31, 2002. He is
serving as chairman of the Company's audit committee and as a member of the
Company's compensation committee. For the past decade, Mr. Stein has focused on
consulting with and coaching sales executives and their teams in 48 states and
20 countries to win business. He is the author of both the first and second
edition of How Winners Sell: 21 Proven Strategies to Outsell Your Competition
and Win the Big Sale, which defines the strategies and related tactics for sales
professionals to thrive in our new world of information overabundance, intense
competition, and product and service commodization. Mr. Stein has worked with
large enterprises such as IBM, Hewlett-Packard, ALLTEL, Bayer, NEC, Siemens,
Oracle, Invensys, Pitney Bowes, MCI, AT&T, Unisys, Ciber, and McGraw-Hill, as
well as many smaller companies. He has been the president of The Stein
Advantage, Inc., a sales consulting company, from July 1997 to the present, and
was the Director of Worldwide Business Development for Marcam Corporation from
1995 to 1997. From 1980 until he founded The Stein Advantage in 1997, Mr. Stein
was employed by several leading-edge high technology companies in a number of
roles: programmer, systems engineer, sales representative, sales manager,
Director of Worldwide Sales Development, VP of Sales, VP of Marketing, VP of
International Operations, VP of Client Services and VP of Strategic Alliances.
In the early 1990's Mr. Stein lived and worked in Europe initiating, organizing
and establishing the international operations for Datalogix International. He is
a member of the National Speakers Association and the Strategic Account
Management Association (SAMA). Mr. Stein graduated from the City College of New
York with a Bachelor of Arts degree and pursued postgraduate studies at the City
University of New York.
                                       17

<PAGE>

               OTHER EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES



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

Name                          Age         Position
----                          ---         --------
Clinton H. Snyder             49          Chief Financial Officer
Dennis Deblois                42          Chief Information Officer

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

DENNIS DEBLOIS has served as Chief Information Officer since August 26, 2004,
under a contract we have with his technology consulting firm, International Data
Consultants ("IDC"). Mr. Deblois founded IDC in 1994 and serves as its President
and Chief Executive Officer. With a staff of 14, IDC serves numerous South
Florida, national and international clients. Prior to starting IDC, Mr. Deblois
served as Senior Technical Advisor and Strategic Accounts Manager for Computer
Express MicroAge, an international computer system design and sales
organization, from 1988-1994. In 1987, prior to joining Computer Express
MicroAge, Mr. Deblois co-founded Personal Computer Training Corporation, a
company dedicated to providing on-site training for businesses on diverse
software ranging from word processing and spreadsheets to financial and
accounting systems. From 1984 to 1987, Mr. Deblois worked as a corporate and
customer trainer for International Computer Systems, the then-largest computer
retailer in the Southeastern United States. In this capacity, he designed and
implemented one of the industry's first sales training programs to effectively
link technical expertise to staff compensation. The completed program was
evaluated and partially adopted by several leading technology companies,
including IBM.

Mr. Deblois received a bachelor's degree from the University of Miami in 1984.
He has subsequently received multiple certifications in technology and
engineering, including recognition as a Compaq Advanced Systems Engineer,
Certified Novell Engineer, IBM Technical Advisor, and IBM Certified Trainer.

During and prior to founding IDC, Mr. Deblois has worked as a technical
consultant for Fortune 500 companies and other corporations, including Ryder
Systems, Knight-Ridder, American Bankers Insurance Group, Miami-Dade County,
Burger King, City of Miami, Bacardi Corporation, United Trust Fund, University
of Miami, and Johnson & Johnson.

                                       18

<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

            To assist in carrying out its duties, the Board of Directors
established two committees. The two committees are the Audit Committee and the
Compensation Committee.


AUDIT COMMITTEE

            The Audit Committee was established in accordance with Section
3(a)(58)(A) of the Exchange Act and assists the Board of Directors and
management of the Company in ensuring that the Company consistently acts with
integrity and accuracy in financial reporting. The Audit Committee's
responsibilities include:

            - selecting and reviewing the Company's independent registered
public accounting firm and their services;

            - reviewing and discussing with appropriate members of the Company's
management, the audited financial statements, related accounting and auditing
principles, practices and disclosures;

            - reviewing and discussing the Company's quarterly financial
statements prior to the filing of those quarterly financial statements;

            - establishing procedures for the receipt of, and response to, any
complaints received regarding accounting, internal accounting controls, or
auditing matters, including anonymous submissions by employees;

            - reviewing the accounting principles and auditing practices and
procedures to be used for the Company's financial statements and reviewing the
results of those audits; and

            - monitoring the adequacy of the Company's operating and internal
controls as reported by management and the independent registered public
accounting firm.

            Dave Stein is the chairman of the Audit Committee, and the other
members of the Audit Committee are Thomas Glaza and James Doukas. The Board of
Directors has determined that each member of the Audit Committee is independent
within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
No member is qualified as an audit committee financial expert within the meaning
of the SEC regulations. The collective expertise of the Audit Committee is
believed to be sufficient to carry out the duties of the Audit Committee.

Based upon the Audit Committee's review and discussions with management and the
independent auditor, and the Audit Committee's review of the representations of
management and the independent auditor, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report to Stockholders and in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2004, as filed with the Securities
and Exchange Commission.

The Board of Directors has adopted a written charter for the Audit Committee. A
copy of the Audit Committee Charter is attached as an exhibit to this annual
report.


COMPENSATION COMMITTEE

      The Compensation Committee's responsibilities include:

            - establishing and reviewing the overall corporate policies, goals
and objectives for the compensation of the Company's chief executive officer and
other executive officers, including a review of the relationship of executive
compensation to corporate performance and relative stockholder return,
compensation at comparable companies, past years compensation to our executives,
and other relevant factors;

                                       19

<PAGE>

            - evaluating the performance of the Company's chief executive
officer and other executive officers in light of the corporate goals and
objectives and, based on that evaluation, determining the compensation of the
chief executive officer and other executives officers, including individual
elements of salary, bonus, supplemental retirement, incentive and equity
compensation, in light of the corporate goals and the performance evaluation;
and

            - making recommendations to the Company's Board of Directors
regarding the salaries, benefits and other compensation of the Company's
non-employee directors, committee chairpersons, and committee members.

            James Doukas is the chairman of the Compensation Committee, and the
other members are Thomas Glaza and Dave Stein. The Board of Directors has
determined that each member of the Compensation Committee is independent within
the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of forms 3, 4 and 5 furnished to the
Company, the Company is not aware of any person who at any time during the
fiscal year ended December 31, 2004, was a director, officer, or beneficial
owner of more than ten percent of the Common Stock of the Company, and who
failed to file, on a timely basis, reports required by Section 16(a) of the
Securities Exchange Act of 1934 during such fiscal year, other than Bryan Abboud
and James Doukas, who have not yet filed a Form 4 required for a purchase
transaction which occurred in 2004.

Code of Ethics

         The Board of Directors has adopted a Code of Business Conduct and
Ethics applicable to all of our directors, officers and employees, including our
CEO and senior financial officers. A copy of our Code of Ethics is attached as
an exhibit to this annual report. Shareholders may also request a free copy of
the Code of Business Conduct and Ethics from:

              Global Entertainment Holdings/Equities, Inc.
              Attention:  Investor Relations
              703 Waterford Way Ste 690
              Miami FL 33126

To date, there have been no waivers under the Code of Business Conduct and
Ethics.


















                                       20
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the years 2004, 2003 and
2002 concerning cash and non-cash compensation paid or accrued by the Company to
or on behalf of its chief executive officer and the other most highly
compensated officers who are executive officers (the Named Executive Officers)
for the appropriate years.



 SUMMARY COMPENSATION TABLES

<TABLE>
<CAPTION>
                                                                     Long Term Compensation
                                        Annual Compensation            Awards           Payouts
                                -----------------------------  -----------------------  -------
                                                               Restricted   Securities
                                                 Other Annual    Stock      Underlying   LTIP       All Other
Named Officer           Year   Salary    Bonus   Compensation    Awards      Options    Payouts   Compensation
-------------           ----  --------   -----   ------------  ----------   ----------  -------   ------------
<S>                     <C>  <C>    <C>    <C>    <C>    <C>

Bryan Abboud            2004  $156,000  $21,076      -0-          - 0 -       30,000     - 0 -        - 0 -
 President              2003  $156,000  $22,884      -0-          - 0 -       30,000     - 0 -        - 0 -
                        2002  $156,000  $26,991      -0-          - 0 -       42,000     - 0 -        - 0 -

James Herrera (1)       2004  $126,000   $2,500      -0-          - 0 -          -0-     - 0 -        - 0 -
 VP Business            2003  $ 82,000  $14,831   $15,000(1)      - 0 -       22,500     - 0 -        - 0 -
 Development and
 Strategic Marketing

Clinton Snyder(2)       2004  $126,000  $ 7,972      -0-          - 0 -       30,000     - 0 -        - 0 -
 Chief Financial        2003  $117,115  $ 9,331      -0-          - 0 -       30,000     - 0 -        - 0 -
 Officer

Dennis Deblois(3)       2004  $ 36,000      -0-      -0-          - 0 -          -0-     - 0 -        - 0 -
 Chief Information
 Officer
</TABLE>

--------------
(1)  James Herrera commenced employment May 1, 2003 and was terminated January
     21, 2005. Other compensation in 2003 represents a moving allowance.

(2)  Clinton Snyder commenced employment January 20, 2003.

(3)  Dennis Deblois was contracted through an agreement with International Data
     Consultants, which commenced August 26, 2004.













                                       21

<PAGE>

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

<TABLE>
<CAPTION>

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

Bryan Abboud      30,000               13.1%            $0.10/Share  December 31, 2014
James Herrera          -                  -                 -        -
Clinton Snyder    30,000               13.1%            $0.10/Share  December 31, 2014
Dennis Deblois         -                  -                 -        -
</TABLE>

Directors' Compensation

All non-employee directors receive annual options to purchase 15,000 shares each
of the Company's common stock. Such options bear exercise prices equal to the
weighted average of the common stock's closing price for the three (3) months
prior to the granting of such options. Awarding occurs at the beginning of the
year and vesting occurs as the year transpires or upon termination of the
Director. All Directors are reimbursed for out-of-pocket expenses incurred in
connection with the Company's business. Effective January 1, 2003, all
non-employee directors received in addition to the options, $1,000 per meetings
held on site, and $500 for telephonic meetings. During the year ended December
31, 2004, Mr. Glaza was paid $5,000, Mr. Doukas was paid $4,000 and Mr. Stein
and Mr. Outhwaite were each paid $3,000 in connection with their services as
Directors of the Company.

Employment Agreements

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

Effective January 20, 2003, we entered into an employment agreement with Clinton
Snyder, pursuant to which Mr. Snyder is employed as Chief Financial Officer. The
agreement, as amended, provides for a monthly salary of $10,500, plus an annual
incentive cash and stock option bonus under a varying formula. The term of the
agreement is one year with successive automatic renewals.

Effective August 26, 2004, we entered into a consulting agreement with
International Data Consultants ("IDC") for services of a Chief Information
Officer. These services are being performed by Mr. Dennis Deblois, president of
IDC. The contract calls for an eight month term, at $7,000 for the first month
and $9,000 per month for the remaining seven months. Effective April 1, 2005, we
have renewed the contract on a month to month basis at $10,000 per month.


Stock Options Held at December 31, 2004

The following table indicates the total number of exercisable and unexercisable
stock options held by each executive officer named in the Summary Compensation
Table as of December 31, 2004. No options to purchase common stock were
exercised during the year ended December 31, 2004 and no stock appreciation
rights were outstanding during the same period. The closing price of our common
stock at December 31, 2004, was $0.10, which was below the exercise price of all
issued and outstanding options prior to those issued December 31, 2003 and equal
to the exercise price of options issued December 31, 2004.

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


                             Number of Unexercised      Value of Unexercised
                             Securities Underlying         In-the-Money
                                  Options at                Options at
                                Fiscal Year End          Fiscal Year End ($)
                             ---------------------     ---------------------
Name                      Exercisable/Unexercisable   Exercisable/Unexercisable
-----------------------   ----------- -------------   ----------- -------------
Bryan Abboud                477,438      45,500         $1,950      $3,450
James Herrera                 5,625         -0-           $450         -0-
Clinton Snyder               22,500      37,500         $1,950      $3,450
Dennis Deblois                    -           -              -           -

There were no options exercised during the year ended December 31, 2004.

                                       22

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS



The following table sets forth information as of March 25, 2005, 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 7,639,477 outstanding shares of Common
Stock, (ii) each director and officer of the Company and (iii) all directors and
officers as a group:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                     Name and Address of                Number of Shares
     Class of Stock                   Beneficial Owner               Beneficially Owned (1)   Percent of Class (1)
                                      ----------------               ------------------       --------------------
--------------------------------------------------------------------------------------------------------------------
     <S>                             <C>                                     <C>                 <C>

      Common Stock                   JoAnn Abboud (2)
                                     60 Seagate Dr. #703                     707,194                   9.3%
                                     Naples, FL 34103
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Todd Elmquist (3)
                                     1011 W 69th Terr                        669,285                   8.8%
                                     Kansas City, MO 64113
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   David & Nancy Abboud
                                     5709 F Street                           465,693                   6.1%
                                     Omaha, NE 68117
--------------------------------------------------------------------------------------------------------------------
                               Executive Officers
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Bryan Abboud (4)
                                     703 Waterford Way                     3,322,858                  41.8%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Dave Stein (5)
                                     703 Waterford Way                        42,000              less than 1%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   James Doukas (6)
                                     703 Waterford Way                        64,558              less than 1%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Thomas Glaza (7)
                                     703 Waterford Way                        95,210                   1.3%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Dave Outhwaite (8)
                                     703 Waterford Way                        11,250              less than 1%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                   Clint Snyder (9)
                                     703 Waterford Way                        22,500              less than 1%
                                     Suite 690
                                     Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
                             ALL EXECUTIVE OFFICERS &                      3,558,376                  43.7%
                             DIRECTORS AS A GROUP
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23


<PAGE>


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

(2) Joann Abboud is the mother of Bryan Abboud. Joann Abboud is the owner of
100% of the voting stock of Camelot Investments, Inc. Camelot Investments, Inc.
owns 75,913 shares of the Company's Common Stock. These shares are reflected in
the total 707,194 shares owned by Joann Abboud.

(3) Includes 190,256 shares beneficially owned by Todd Elmquist by virtue of his
ownership of options to purchase: (i) 55,256 shares of common stock through
December 31, 2008, at the exercise price of $0.50 per share; (ii) 100,000 shares
of common stock through January 29, 2005, at an exercise price of $1.00 per
share; (iii) 20,000 shares of common stock through December 31, 2011, at an
exercise price of $0.71; and (iv) 15,000 shares of common stock through December
31, 2012, at an exercise price of $0.50.

(4) Includes 307,438 shares beneficially owned by Bryan Abboud by virtue of his
ownership of options to purchase: (i) 78,938 shares of common stock through
December 31, 2008, at an exercise price of $0.50 per share; and (ii) 132,000
shares of common stock through December 31, 2009, at an exercise price of $0.50
per share; (iii) 50,000 shares of common stock through December 31, 2011, at an
exercise price of $0.71; (iv) 24,000 shares of common stock through December 31,
2012, at an exercise price of $0.50; (v) 15,000 shares of common stock through
December 31, 2013, at an exercise price of $0.08; and (vi) 7,500 shares of
common stock through December 31, 2014, at an exercise price of $0.10.

(5) Includes 42,000 shares beneficially owned by Dave Stein by virtue of his
ownership of options to purchase: (i) 12,000 shares of common stock through
December 31, 2012, at the exercise price of $0.50 per share; (ii) 15,000 shares
of common stock through December 31, 2013, at an exercise price of $0.08 per
share; and (iii) 15,000 shares of common stock through December 31, 2014, at an
exercise price of $0.10 per share.

(6) Includes 42,000 shares beneficially owned by James Doukas by virtue of his
ownership of options to purchase: (i) 12,000 shares of common stock through
December 31, 2012, at the exercise price of $0.50 per share; (ii) 15,000 shares
of common stock through December 31, 2013, at an exercise price of $0.08 per
share; and (iii) 15,000 shares of common stock through December 31, 2014, at an
exercise price of $0.10 per share.

(7) Includes 72,000 shares beneficially owned by Thomas Glaza by virtue of his
ownership of options to purchase: (i) 30,000 shares of common stock through
December 31, 2011, at the exercise price of $0.71 per share; (ii) 12,000 shares
of common stock through December 31, 2012, at the exercise price of $0.50 per
share; (iii) 15,000 shares of common stock through December 31, 2013, at an
exercise price of $0.08 per share; and (iv) 15,000 shares of common stock
through December 31, 2014, at an exercise price of $0.10 per share.
(8) Includes 11,250 shares beneficially owned by Dave Outhwaite by virtue of his
ownership of options to purchase 11,250 shares of common stock through December
31, 2014, at an exercise price of $0.10 per share.

(9) Includes 22,500 shares beneficially owned by Clint Snyder by virtue of his
ownership of options to purchase: (i) 15,000 shares of common stock through
December 31, 2013, at an exercise price of $0.08 per share; and (ii) 7,500
shares of common stock through December 31, 2014, at an exercise price of $0.10
per share.

                                       24


<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Bryan Abboud, Chief Executive Officer and President of the Company and
Managing Director of IGW Software, NV, is a son of JoAnn Abboud, who owns 9.3%
of the Company's Common Stock.

Bryan Abboud loaned the Company $22,364 for equipment purchases which is secured
by a promissory note bearing interest at twelve percent (12%) per year and is
due and payable in full on May 15, 2005. Additionally, on February 14, 2005, Mr.
Abboud lent the company $50,000 for working capital, which is secured by a
promissory note bearing interest at fifteen percent per year payable in monthly
installments of principal and interest in the amount of $3,119.24 through
August, 2006.

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         (a)  Exhibits

        ITEM (601)                    DOCUMENT
        ----------                    --------
  (i)       3.1     Articles of Incorporation. (iv) 3.2 By-laws, as amended
  (v)       4.1     Certificate of Designation, Series A Preferred Stock
  (vi)     10.1     Lease Agreement, 703 Waterford Way, Miami Florida
  (vi)     10.2     Lease, Co-Location Agreement, Curacao, Netherlands Antilles
  (ii)     10.3     2002 Non-Qualified Stock Option Plan
  *        10.4     Employment Agreement, Bryan Abboud
  *        10.5     Employment Agreement, Clinton Snyder
  *        10.6     Contract for Services, International Data Consultants
  (vi)     14.1     Code of Business Conduct and Ethics
  (iii)    21.1     Subsidiaries
           23       Consent
           31.1     Certification of the CEO pursuant to section 302 of the
                    Sarbanes-Oxley Act of 2002
           31.2     Certification of the CFO pursuant to section 302 of the
                    Sarbanes-Oxley Act of 2002
           32.1     Certification of the CEO pursuant to section 906 of the
                    Sarbanes-Oxley Act of 2002
           32.2     Certification of the CFO pursuant to section 906 of the
                    Sarbanes-Oxley Act of 2002
  (vii)    99.1     Charter of the Audit Committee of Global Entertainment
                    Holdings/Equities, Inc.

------------------
*      Previously filed

(i)    Filed with the Company's registration statement on form 10-SB, October
       14, 1999

(ii)   Filed with form S-8, February 20, 2002

(iii)  Filed with form 10-KSB, April 16, 2002

(iv)   Filed with form 8-K on September 25, 2002.

(v)    Filed with form 8-K, May 27, 2003

(vi)   Filed with form 10-QSB/A, December 8, 2003

(vii)  Filed with form DEF 14A, September 30, 2004

       (b)    We filed no Form 8-Ks during the fourth quarter of this Fiscal
              Year ended December 31, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal years ended December 31, 2004 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB were
$50,772.

Audit-Related Fees

Mahoney Cohen & Company, CPA, P.C. did not render any professional services for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2004.

Tax Fees

Mahoney Cohen & Company, CPA, P.C. did not render any professional services for
tax compliance, tax advice, or tax planning during 2004. The fees associated for
the preparation of the 2004 corporate tax returns were approximately $5,000.

All Other Fees

The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for services
rendered to the Company, other than the services described under "Audit Fees"
and "Audit-Related Fees" and tax fees, amounted to $-0- for the fiscal year
ended December 31, 2004.

Pre-Approval Policies and Procedures

In discharging its oversight responsibility with respect to the audit process,
the Audit Committee of the Board of Directors obtained from the independent
auditors a formal written statement describing all relationships between the
auditors and the Company that might bear on the auditors' independence
consistent with Independence Standards Board Standard No.1, "Independence
Discussions with Audit Committees", discussed with the auditors any
relationships that may impact their objectivity and independence and satisfied
itself as to the auditors' independence. The Committee also discussed with
management and the independent auditors the quality and adequacy of the
Company's internal controls and the outsourced audit functions,
responsibilities, budgeting and staffing. The Committee reviewed with the
independent auditors their audit plans, audit scope and identification of audit
risks. The Committee discussed and reviewed with the independent auditors all
communications required by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61 and 90, as amended, "Communication with Audit Committees", and discussed
and reviewed the results of the independent auditors audit of the financial
statements. The Committee also discussed the results of the internal audit
examinations.

                                       25

<PAGE>

                                   SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 2, 2005.

                                    Global Entertainment Holdings/Equities, Inc.


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

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

In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on April 15, 2005:

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

/s/ BRYAN P. ABBOUD         Director, Chief Executive Officer  September 2, 2005
----------------------
Bryan P. Abboud


/s/ THOMAS GLAZA            Director and Chairman of the Board September 2, 2005
-----------------------
Thomas Glaza

/s/ JAMES DOUKUS            Director                           September 2, 2005
-----------------------
James Doukas

/s/ DAVID OUTHWAITE         Director                           September 2, 2005
-----------------------
David Outhwaite


                                       26

<PAGE>

                              GLOBAL ENTERTAINMENT
                             HOLDINGS/EQUITIES, INC.



                        Consolidated Financial Statements

                 For the years ended December 31, 2004 and 2003








                                      Index

                                                                         Page
                                                                         ----
Report of Independent Registered Public Accounting Firm                   F-2

Consolidated Balance Sheet as of December 31, 2004                        F-3

Consolidated Statements of Operations for the
    Years Ended December 31, 2004 and 2003                                F-4

Consolidated Statement of Stockholders' Equity for the
    Years Ended December 31, 2004 and 2003                                F-5

Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2004 and 2003                                F-6

Notes of Financial Statements                                         F-7 - F-19



















                                       F-1



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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

                We have audited the accompanying balance sheet of Global
Entertainment Holdings/Equities, Inc. and subsidiaries as of December 31, 2004,
and the related consolidated statements of operations, shareholders' equity and
cash flows for each of the two the years in the period ended December 31, 2004.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

                We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits 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
audits provide a reasonable basis for our opinion.

                In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Global
Entertainment Holdings/Equities, Inc. and subsidiaries as of December 31, 2004,
and the consolidated results of its operations and its cash flows for each of
the two years in the period ended December 31, 2004 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Mahoney Cohen & Company, CPA, P.C.


Miami, Florida
March 14, 2005














                                       F-2

<PAGE>

               Global Entertainment Holdings/Equities, Inc.
                        Consolidated Balance Sheet
                            December 31, 2004

Assets:

Cash and cash equivalents                              $   233,456
Accounts receivable, net of allowance
for doubtful accounts of $20,600                           452,294
Prepaid expenses                                            64,965
Other current assets                                         6,121
                                                       -----------

   Total Current Assets                                    756,836
                                                       -----------

Property and equipment, net                                685,777
                                                       -----------

Other Assets:

Software developed for licensing, net                      501,973
Deposits and other                                         130,015
                                                       -----------

Total Other Assets                                         631,988
                                                       -----------

Total Assets                                           $ 2,074,601
                                                       ===========


Liabilities and Shareholders' Equity:

Liabilities:

Current portion of long-term debt                      $   664,946
Accounts payable and accrued expenses                      437,851
Customer deposit                                           147,000
Estimated losses on Internet security service project      116,942
Current portion of capital lease obligations                90,614
Income taxes payable to foreign jurisdiction                84,802
Deferred rent                                               36,849
                                                       -----------

     Total Current Liabilities                           1,579,004
                                                       -----------

Capital lease obligations, excluding current portion        68,999

Long-term debt, excluding current portion                  257,870
                                                       -----------
                                                           326,869
                                                       -----------

Commitments and contingencies                                   --

Shareholders' Equity:

Preferred stock, $.001 par value, 25,000,000
shares authorized, none issued                                  --
Common stock $.001 par value, 100,000,000
shares authorized, 7,639,477 issued                          7,640
Additional paid in capital                               2,251,027
Accumulated deficit                                     (2,083,119)
Treasury stock (34,100 shares), at cost                     (6,820)
                                                       -----------

Total Shareholders' Equity                                 168,728
                                                       -----------

    Total Liabilities and Shareholders' Equity         $ 2,074,601
                                                       ===========

                             SEE ACCOMPANYING NOTES

                                       F-3


<PAGE>

                  Global Entertainment Holdings/Equities, Inc.
                      Consolidated Statements of Operations
                     Years ended December 31, 2004 and 2003


                                                     2004            2003
                                                 ------------    ------------

Revenues                                         $  4,195,842    $  4,681,332

Cost of Sales                                       2,178,577       3,059,780
                                                 ------------    ------------

Gross Profit                                        2,017,265       1,621,552
                                                 ------------    ------------

Operating Expenses:

Selling expenses                                      161,996         282,759
General and administrative expenses                 2,476,743       2,808,741
                                                 ------------    ------------

Total Operating Expenses                            2,638,739       3,091,500
                                                 ------------    ------------

(Loss) from Operations                               (621,474)     (1,469,948)
                                                 ------------    ------------

Other Income (Expense):

Interest income                                         2,125          42,417
Interest expense                                     (108,564)        (56,219)
Loss on settlement of lawsuit                              --         (28,927)
Other income (expense)                                (20,556)         33,124
                                                 ------------    ------------

  Net Other (Expense)                                (126,995)         (9,605)
                                                 ------------    ------------

  Net (Loss)                                     $   (748,469)   $ (1,479,553)
                                                 ============    ============

Basic (Loss) Per Share                           $      (0.08)   $      (0.14)
                                                 ============    ============

Diluted (Loss) Per Share                         $      (0.08)   $      (0.14)
                                                 ============    ============

Weighted average number of shares outstanding:
Basic                                               8,919,832      10,322,552
                                                 ============    ============

Diluted                                             8,919,832      10,322,552
                                                 ============    ============





                             SEE ACCOMPANYING NOTES

                                      F-4

<PAGE>


                  Global Entertainment Holdings/Equities, Inc.
                 Consolidated Statements of Shareholders' Equity
                     Years ended December 31, 2004 and 2003


<TABLE>
<CAPTION>
                        Preferred Stock         Common Stock        Additional    Retained         Treasury Shares
                     --------------------   ---------------------     Paid-in     Earnings        ------------------
                      Shares      Amount      Shares      Amount      Capital     (Deficit)       Shares     Amount       Total
                     --------    --------   ----------   --------   ----------   -----------      -------   ---------   -----------
<S>                   <C>        <C>        <C>          <C>        <C>          <C>              <C>       <C>         <C>
Balance,
  January 31, 2002         --    $     --   10,375,776   $ 10,376   $3,228,899   $   144,903      183,533   $(447,300)  $ 2,936,878
    Shares issued          --          --      184,520        185       25,421            --           --          --        25,606
    Net loss               --          --           --         --           --    (1,479,553)          --          --    (1,479,553)
                     --------    --------   ----------   --------   ----------   -----------      -------   ---------   -----------
Balance,
  December 31, 2003        --    $     --   10,560,296   $ 10,561   $3,254,320   $(1,334,650)     183,533   $(447,300)  $ 1,482,931
Conversion of
  promisory note           --          --       25,000         25        6,225            --           --          --         6,250
Repurchase of
  treasury stock           --          --           --         --           --            --    2,859,919    (571,984)     (571,984)
Shares Retired             --          --   (2,945,819)    (2,946)  (1,009,518)           --   (3,009,352)  1,012,464            --
Net loss                   --          --           --         --           --      (748,469)          --          --      (748,469)
                     --------    --------   ----------   --------   ----------   -----------      -------   ---------   -----------
Balance,
  December 31, 2004        --    $     --    7,639,477   $  7,640   $2,251,027   $(2,083,119)      34,100   $  (6,820)  $   168,728
                     ========    ========   ==========   ========   ==========   ===========      =======   =========   ===========

</TABLE>



















                             SEE ACCOMPANYING NOTES

                                       F-5

<PAGE>

                  Global Entertainment Holdings/Equities, Inc.
                      Consolidated Statements of Cash Flows
                     Years ended December 31, 2004 and 2003



                                                        2004           2003
                                                     -----------    -----------
Cash Flows from Operating Activities:

Net loss                                             $  (748,469)   $(1,479,553)

Adjustments to reconcile net loss to net cash
   provided by operating activities:

Depreciation and amortization                          1,078,473      1,122,667
Bad Debt                                                  43,372         37,116
Loss on disposal of fixed assets                          20,556         54,109
Estimated loss on internet security project              241,436             --
Loss on settlement of lawsuit                                            28,927
Common stock and additional paid in capital
issued for services                                           --         25,606
Changes in assets and liabilities:
Accounts receivable                                      141,197         75,507
Trade notes receivable                                        --      1,019,343
Other receivables                                             --         16,031
Other current assets                                       7,994        (14,115)
Prepaid expenses                                          (7,471)        27,094
Other assets                                               7,784        (26,745)
Accounts payable and accrued expenses                   (153,042)        45,378
Deferred rent                                            (23,325)       (69,068)
                                                     -----------    -----------
Net cash provided by operating activities                608,505        862,297
                                                     -----------    -----------

Cash Flows from Investing Activities:

Purchase of equipment                                   (133,611)      (239,636)
Development of software                                 (433,704)      (161,326)
Purchase of certificate of deposit                            --        (50,188)
Proceeds from the sale of property and equipment              --          3,975
                                                     -----------    -----------
Net cash used in investing activities                   (567,315)      (447,175)
                                                     -----------    -----------
Cash Flows from Financing Activities:

Payments on capital lease obligations                    (76,464)       (20,946)
Proceeds from notes payable                              663,364         50,000
Payments on notes payable                               (629,529)      (269,775)
Repurchase of Treasury Stock                            (200,000)            --
                                                     -----------    -----------

Net cash used in financing activities                   (242,629)      (240,721)
                                                     -----------    -----------
Net (decrease) increase in cash and
   Cash equivalents                                     (201,439)       174,401

Cash and Cash Equivalents - Beginning of Year            434,895        260,494
                                                     -----------    -----------
Cash and Cash Equivalents - End of Year              $   233,456    $   434,895
                                                     ===========    ===========







                             See accompanying notes.

                                       F-6


<PAGE>


                  Global Entertainment Holdings/Equities, Inc.
                      Consolidated Statements of Cash Flows
                     Years ended December 31, 2004 and 2003



                                                        2004           2003
                                                     -----------    -----------

Supplemental Disclosures of Cash Flow
  Information:

Cash paid for interest                               $   110,593    $    56,219
                                                     ===========    ===========

Schedule of Noncash Investing and Financing
  Transactions

During the year ended December 31, 2004 and 2003,
  the Company had the following noncash investing
  and financing activities:



Acquisition of property and equipment through
  long-term debt and capital lease obligations       $   296,974    $   194,629
                                                     ===========    ===========

Treasury stock acquired through long-term debt       $   400,911    $        --
                                                     ===========    ===========

Common stock and additional paid-in capital
  for services rendered                              $        --    $    25,606
                                                     ===========    ===========

Retirement of treasury stock                         $ 1,012,464    $        --
                                                     ===========    ===========
Conversion of promissory note to
  common stock                                       $     6,250    $        --
                                                     ===========    ===========




















                             See accompanying notes.

                                       F-7




<PAGE>

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

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

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

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

         Liquidity
         ---------
During the year ended December 31, 2004, the Company incurred a substantial
loss. Historically, the Company has relied on operating cash flows for its
liquidity. If revenues do not increase in 2005, this could impact the funds from
operating cash flow and jeopardize the Company's ability to meet current
obligations. In addition, the Company has a working capital deficiency of
$836,168. Debt payment of $664,946 and capital lease obligations of $90,614 are
due within the next year. Management is implementing various cost saving
programs as a result of these factors and believes that third and related party
financing will be available to enable the Company to continue as a going
concern. Additionally, officers of the Company have indicated that they will
provide up to $350,000 of funding to the Company.


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

During the year ended December 31, 2004 and 2003, the Company derived a
substantial portion of its software licensing fee revenue from one and two
customers, respectively. In 2004 and 2003, software licensing fees and other
fees from one and two customers were $3,730,456 and $4,424,615, respectively. As
of December 31, 2004 and 2003, accounts receivable from one and two customers
were $332,000 and $586,020, respectively.

The Company places its cash with financial institutions. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation up to
$100,000. Additionally, the Company maintains approximately $95,000 in foreign
bank accounts, which are not covered by the Federal Deposit Insurance
Corporation.

The Company's hosting services in the Netherlands Antilles, relies on one
supplier for its bandwidth provisioning. Communication facilities are limited in
this area, but management feels confident that the Company's requirements will
be met by this provider. The loss of this supplier could adversely impact the
Company's ability to continue as a going concern.


         Cash and Cash Equivalents
         -------------------------
For purposes of the accompanying statement of cash flows, the Company considers
all funds on deposit with an original maturity date of three months or less to
be cash equivalents.

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

                                      F-8

<PAGE>

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


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

         Fair Value of Financial Instruments
         -----------------------------------
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and payable, accrued and other current
liabilities and all debt approximate fair value due to their short maturity and
borrowing rates available to the Company.

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

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

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

Internal and external costs incurred to develop websites are capitalized. Costs
are capitalized when it is probable that the software developed for licensing
and 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. Software developed for licensing and
websites will be considered to be impaired when they no longer provide
substantial service potential, or significant changes occur in the extent or
manner in which the websites are used. Impairment will be recognized in the
period when impairment is deemed by management to have occurred (see note 3).

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

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

         Stock-Based Compensation Plans
         ------------------------------
In accordance with Statement of Financial Accounting Standards (SFAS) No. 123,
as amended by SFAS 148, "Accounting for Stock-Based Compensation", (SFAS 123),
the Company has elected to account for stock options issued to employees under
Accounting Principles Board Opinion No. 25, (APB 25), and related
interpretations, using intrinsic value. The Company accounts for stock issued to
consultants and for other services in accordance with SFAS 123.

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

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

                                      F-9

<PAGE>

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

Note 1 - Summary of Significant Accounting Policies and
         General Matters (Continued)
         -----------------------------------------------------------------------
         Impairment of Long-Lived Assets
         -------------------------------

The Company follows Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No.
144 requires that long-lived assets, including property and equipment, be
reviewed for impairment whenever events or changes in circumstances indicated
that their carrying amount may not be recoverable. The Company assesses its use
of the asset and records impairment losses when this amount is less than the
carrying amount. Impairment losses are recorded for the excess of the assets'
carrying amount over their fair value, which is generally determined based on
the estimated future discounted cash flows over the remaining useful life of the
asset using a discount rate determined by management at the date of the
impairment review. For the year ended December 31,2004, management's impairment
review resulted in an impairment loss of $124,494, which is included in the
general and administrative expenses in the accompanying
financial statements.

         Revenue recognition
         -------------------
Revenues and directly related expenses are recognized in the period in which
they occur. Revenues and related expenses are recognized from the sale of the
licenses when persuasive evidence of an arrangement exists, delivery of access
to the software has occurred, and the license fee has been determined and
collectability of the license fee is probable (see note 3).

         Advertising
         -----------
Advertising expenses are charged to operations during the period which they are
incurred. The Company expensed Advertising and Marketing expenditures in the
amount of $100,870 and $76,054 for the years ended December 31, 2004 and 2003,
respectively. These amounts are included in selling expense.

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

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

                                      F-10


<PAGE>

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

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

         Recent Accounting Pronouncements
         --------------------------------
In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions".
The amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of assets
exchanged. Further, the amendments eliminate the narrow exception for exchanges
of nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. This statement,
shall be applied prospectively and is effective for non monetary asset exchanged
occurring in fiscal periods beginning after June 15, 2005. Earlier application
is permitted for nonmonetary asset exchanges occurring in fiscal periods
beginning after the date of issuance. The Company does not anticipate that the
adoption of SFAS 153 will have a significant impact on the Company's overall
results of operations or financial position.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment". This
statement revises FASB Statement No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees". SFAS No. 123 (R) focuses primarily on the accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123(R) requires companies to recognize in the statement
of operations the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (with
limited exceptions). This Statement, for small business issuers is effective as
of the first reporting period that begins after December 15, 2005. Accordingly,
the Company will adopt SFAS 123(R) in its first quarter of fiscal 2006. The
Company is currently evaluating the provisions of SFAS 123(R) and has not yet
determined the impact that this statement will have on its future results of
operations or financial position.





















                                       F-11


<PAGE>

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


Note 2 - Property, Equipment and Depreciation
         ------------------------------------
Property and equipment are depreciated over the estimated useful life of the
asset using the straight line method of depreciation. At December 31, 2004, the
Company had property and equipment as follows:

                                                                   Estimated
                                                                  Useful Lives
                                                    2004            (Years)
                                                -----------       ------------

         Computer Equipment                     $ 2,090,643               3
         Furniture and Fixtures                     260,724               3
         Equipment under capital leases             257,023               3
         Office Improvements                         42,701               3
         Other                                      227,754               3
                                                -----------
                                                  2,878,845

         Less: accumulated depreciation and
         amortization                            (2,193,068)
                                                -----------

                                                $   685,777
                                                ===========

Depreciation expense for the years ended December 31, 2004 and 2003, was
$441,510 and $446,736, respectively and is included in general and
administrative expenses. Amortization expense of equipment under capital leases
for the years ended December 31, 2004 and 2003, amounted to $85,674 and $29,847,
respectively. Accumulated amortization of equipment under capital leases
amounted to $115,521 as of December 31, 2004.


Note 3 - Software Developed for Licensing
         --------------------------------
The Company expenses costs to internally create computer software until such
time as technological feasibility was established. Technological feasibility is
considered to be established when a detail program design is completed. After
the detailed program design has been established, the Company capitalizes the
costs of its software products it intends to license to the gaming and wagering
industry. Software development costs will be amortized on a straight-line
amortization of the product cost over the estimated three year useful life of
the product master. Since the product is subject to rapid technological
advances, the Company has elected to amortize its computer programs and software
held for licensing over a three-year period.

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

                                       F-12

<PAGE>

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


Note 3 - Software Developed for Licensing (Continued)
         --------------------------------------------

As of December 31, 2004, the software developed for licensing is comprised of
the following:

                                                                   Estimated
                                                                  Useful Lives
                                                    2004            (Years)
                                                -----------       ------------
         Proprietary software                   $ 2,049,006            3
         Websites                                   717,534            3
                                                -----------
                                                  2,766,540
         Less accumulated amortization           (2,264,567)
                                                -----------
                                                $   501,973
                                                ===========

During the years ended December 31, 2004 and 2003, the Company capitalized
$433,704 and $161,326, respectively in Proprietary Software including the Casino
software, Customer Support software, and other new project
software that IGW is developing. These capitalized expenses will be amortized
over a three year period. Amortization expense for the years ended December 31,
2004 and 2003, was $551,289 and $675,931, respectively, and is included in cost
of sales.

Note 4 -      Long-Term Debt

              The Company has the following long-term obligations:
                                                                        2004
                                                                     -----------
             Note to vendor, payable in monthly installments,
             bearing interest at 12% due May 26, 2006
                                                                     $   162,522
             Note to customer, payable in monthly installments,
             bearing interest at 10% due April 1, 2006
                                                                         137,707

             Notes to shareholders, payable in monthly
             installments, with interest ranging from 12% to 15%
             and due in various dates ranging from May to
             September 2005
                                                                         278,800

             Notes to former shareholder related to the settlement
             agreement, payable in monthly installments, bearing
             interest at 10% due in April 7, 2006
                                                                         276,042

             Note to software developer, payable in monthly
             installments, bearing interest at 8%, due
             March 1, 2007
                                                                          67,745
                                                                     -----------
                                                                         922,816
             Less current portion                                        664,946
                                                                     -----------
             Long-term debt                                          $   257,870
                                                                     ===========



                                         F-13


<PAGE>

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

Note 4 - Long-term Debt (Continued)
         --------------------------

            At December 31, 2004, maturities of long-term debt are as follows:

                           Year ending December 31,          Amount
                           ------------------------         --------
                                   2005                     $ 664,946
                                   2006                       244,315
                                   2007                        13,555
                                                             --------
                                                              922,816
Note 5 - Capital Lease Obligations
         -------------------------
The Company leases certain equipment under non-cancelable capital lease
agreements expiring in various dates through 2006, with interest rates ranging
from 10% to 12%. The following is a schedule by years of future minimum lease
payments under capital leases together with the present value of the net minimum
lease payments as of December 31, 2004:

                           Year ending December 31,          Amount
                           ------------------------         --------
                                   2005                      105,386
                                   2006                       73,344
                                                            --------
         Future minimum lease payments                      178,730

         Less: amounts representing interest                  19,117
                                                            --------

         Present value of minimum lease payments             159,613

         Less: current portion                                90,614
                                                            --------

         Long term portion of capital lease obligations     $ 68,999
                                                            ========
Note 6 - Stock Options
         -------------
During 2004 and prior, the Company granted stock options to certain key IGW and
other company employees pursuant to the Company's Stock Option Plan. Stock
issued to employees and directors have been recorded at the intrinsic value, if
any, in accordance with APB 25. The exercise price of options issued was in
excess of the trading prices at date of issue.

The following information is presented with respect to the Company's stock
options:
                                             Number of                Remaining
                                              Shares        Average  Contractual
                                              Under         Exercise   Average
                                             Option          Price      Life
                                            ---------      --------  -----------
         Outstanding at December 31, 2002   1,757,218        $  .98
            Granted                           227,167           .08      10
            Expired or cancelled             ( 24,000)        (1.47)
                                            ---------
         Outstanding at December 31, 2003   1,960,385           .87
            Granted                           228,250           .10      10
            Expired or cancelled             (147,000)        (2.09)
                                            ---------
         Outstanding at December 31, 2004   2,041,635           .70
                                            =========


The exercise price and expiration dates of the outstanding granted and
outstanding as of December 31, 2004 are as follows:


                       Total           Exercise
        Year          Options            Price            Expiration Date
        ----          -------           --------         -----------------
        1998           160,125           $0.50           December 31, 2008
        1999           222,525           $0.50           December 31, 2009
        2000           331,000           $1.00           January 29, 2005
                       182,383           $1.25           January 29, 2005
                         8,000           $1.50           January 29, 2005
                        97,860           $2.00           January 29, 2005
                        31,800           $2.50           January 29, 2005
        2001           283,675           $0.71           December 31, 2011
                        35,000           $0.82           December 31, 2005
        2002           233,850           $0.50           December 31, 2012
        2003           227,167           $0.08           December 31, 2013
        2004           210,250           $0.10           December 31, 2014
                        18,000           $0.15           December 31, 2014
                     ---------
        Total        2,041,635
                     =========

                                      F-14

<PAGE>

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

Note 6 - Stock Options (Continued)
         -------------------------
Had compensation expense been recorded for the Company's awards based on fair
value as calculated using the "Black Scholes" Model at the grant dates
consistent with the methodologies of SFAS No. 123, the Company's reported net
income (loss) available to common shareholders and earnings per share would have
been reduced to the pro forma amounts indicated below:

         For the years ended December 31:          2004           2003
                                              -------------    -----------

         Net income (loss) available to
           common shareholders:
            As reported                       $    (748,469)  $ (1,479,553)
            Deduct stock based compensation         (33,974)       (31,767)
                                              -------------    -----------
            Pro forma                         $    (782,443)  $ (1,511,320)
                                              =============    ===========

         Basic earnings (loss) per share:
            Common share as reported                  (0.08)         (0.14)
            Common share pro forma                    (0.09)         (0.15)

         Diluted earnings (loss) per share:
            Common share as reported                  (0.08)         (0.14)
            Common share pro forma                    (0.09)         (0.15)

Under SFAS 123, the value of options granted during 2004 and 2003 was estimated
on the date of grant using the Black Scholes model with the following
assumptions: Risk-free interest rate 4% for 2004 and 2003, dividend yield - 0%
for 2004 and 2003, volatility 161.9% and 98.7% for 2004 and 2003, and a
remaining life of the option ranging from 6 to 10 years for 2004 and 2003.

Note 7- Earnings Per Share
         ------------------

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

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

                                                                      Per Share
         FOR THE YEAR ENDED DECEMBER 31, 2004                           Amount
                                                                      ---------
         Earnings per Common Share

         Net loss available to common shareholders     $ (748,469)
                                                       ==========
         Weighted average common shares outstanding     8,919,832      $(0.08)
                                                       ==========      ======

                                      F-15

<PAGE>

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

Note 7 - Earnings Per Share (Continued)
         ------------------------------

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


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

         Earnings per Common Share

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

During 2004 and 2003, the exercise price of the options outstanding was greater
than the market price, and accordingly these options were not considered
dilutive.

Note 8 - Income Taxes
         ------------

         The Company's tax expense differs from the "expected tax expense for
the year ended December 31, 2004 and 2003(computed by applying the Federal
Corporate tax rate of 34%), as follows:


                                                              2004       2003
                                                           ---------  ---------

         Computed "expected" tax benefit (expense)         $ 254,479  $ 503,048
         Effect of income of foreign subsidiary
           taxed at foreign tax rate                        ( 15,668)  (376,706)
         Change in valuation allowance                      (238,811)  (126,342)
                                                           ---------  ---------
         Income tax expense                                $      --  $    --
                                                           =========  =========




                                      F-16

<PAGE>

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




Note 8 -  Income Taxes (Continued)
          ------------------------

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

                                                2004           2003
                                            -----------    -----------
          Net operating loss carryforwards   $ 1,377,252    $ 1,138,441
          Deferred tax valuation allowance    (1,377,252)    (1,138,441)
                                             -----------    -----------
          Income tax expense                 $        --    $        --
                                             ===========    ===========

As of December 31, 2004, the Company had net operating loss carryforwards of
approximately $4,903,000 for income tax purposes. The losses expire in various
dates ranging from 2008 through 2024.

Note  9 - Operating Leases
          ----------------
The Company leases its office facilities and computer equipment under various
operating leases expiring on various dates through June 2008. In addition, the
Company leases server space under an operating lease agreement expiring in June
2006. The following is a schedule by years of future minimum rental payments
required under operating leases that have initial or remaining noncancelable
lease terms in excess of one year as of December 31, 2004:

          Year ending December 31,
          ------------------------
                    2005                            471,000
                    2006                            308,000
                    2007                            143,000
                    2008                             73,000
                                                 ----------
          Total minimum lease payments           $  995,000
                                                 ==========

          Rent expense for the years ended December 31, 2004 and 2003 amounted
to approximately $221,000 and $197,000, respectively.














                                      F-17


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




Note 10 - Commitments and Contingencies
          -----------------------------


          Employment Agreements
          --------------------

The Company has an employment agreement with the Chief Executive Officer that
provides for annual salary of $156,000, plus annual incentive cash and stock
option bonus under a varying formula. There is no termination date to the
contract, however, should there be a change in control at any time, the Company
is obligated to pay one year's equivalent salary plus the prior year's bonus as
severance pay.

Additionally, the Company has an employment agreement with the Chief Financial
Officer that provides for an annual salary of $126,000, plus an annual incentive
cash and stock option bonus under a varying formula. The term of the agreement
is one year with successive automatic renewals.

Also, the Company has an agreement with an information technology firm to
provide "virtual chief information officer" services. It is expected that the
individual performing the services will become a shareholder in 2005. The
agreement provides for payments ranging between $7,000 and $9,000 per month.


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

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

          Litigation
          ----------

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

On March 25, 2004, the Company entered into a settlement agreement in relation
to this matter. The agreement provides for total consideration in cash and notes
payable of $644,000. As part of the settlement, the Company received 2,859,919
shares of its common stock, which were classified as treasury stock until
retirement. The settlement resulted in a loss of approximately $28,000 which is
included in the 2003 accompanying statement of operations.

Note 11 - Related Party Transactions
          --------------------------

During 2004 and 2003, the Company incurred expenses of $15,000 and $41,162,
respectively for professional services rendered by a director and officer of the
Company.

The total amount of interest paid and charged to operations to related parties
during 2004 and 2003 totaled approximately, $34,000 and $47,000, respectively.

Note 12 -        Estimated Loss on Internet Security Service Project
                 ---------------------------------------------------

                 During the year ended December 31, 2004, the Company invested
funds in an Internet Security Service Project, which was intended to be marketed
to third parties. This activity was in its development stage at the end of the
third quarter ended September 30, 2004.






                                      F-18

<PAGE>

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

Note 12 -        Estimated Loss on Internet Security Service Project (Continued)
                 ---------------------------------------------------------------

                 In connection with this project, the Company acquired computer
equipment and software and entered into various contracts for bandwidth, network
management and hosting facilities with a remaining contractual obligation of
fifteen months as of December 31, 2004. During the fourth quarter ended December
31, 2004, management determined that the costs associated with this activity
would exceed the future benefits. As a result of this analysis, management came
to the decision of canceling the activity and recognizing the losses associated
with the cancellation of contractual obligations and the impairment losses
related to the computer equipment and software. The estimates used were based on
contracts and experience with other transactions. The ultimate amounts to be
paid for the settlement of this cancellation and the realization from the
disposition of the assets, may differ from the amount accrued and such
difference will be reflected in the statement of operations upon such
settlement. The estimated loss on cancellation of the Internet security service
project presented in the general and administrative expenses in the statement of
operations for the year ended December 31, 2004, is comprised of the following:

              Estimated loss on cancellation of
                contractual obligations                               $  116,942

              Loss on impairment of assets                               124,494
                                                                      ----------

              Estimated loss on Internet Security Service project     $  241,436
                                                                      ==========



Note 13 - Segment Information
          -------------------
                 The Company has adopted FASB Statement No. 131, "Disclosures
About Segments of a Business Enterprise and Related Information." The Company is
managed in two geographical Segments; The United States of America and Curacao,
Netherlands Antilles.

<TABLE>
<CAPTION>
                                                                     Software
                                                                    Development
                                                    Management     (Netherlands
                                                      (USA)          Antilles)         Total
                                                 --------------    ------------     -----------
          <S>                                     <C>              <C>              <C>
          December 31, 2004

              Revenues                            $    10,750      $ 4,185,092      $ 4,195,842
              Operating Income (Loss) (1)             192,938        (572,976)         (380,038)
              Total Assets                            407,476        1,667,125        2,074,601
                Depreciation and Amortization         164,461          914,012        1,078,473

          December 31, 2003

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

</TABLE>

----------------
(1)  Operating income (loss) by segment includes management fees charged between
     the companies eliminated for consolidation purposes.












                                      F-19