Mail Stop 4561
July 21, 2006
Bryan Abboud
Chief Executive Officer
Global Entertainment Holdings/Equities, Inc.
703 Waterford Way, Suite 690
Miami FL
Re: Global Entertainment Holdings/Equities, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed on June 27, 2006
File No. 0-27637
Dear Mr. Abboud:
We have reviewed the revised proxy statement and have the
following comments. Unless otherwise noted, all references to
prior
comments relate to our letter dated May 4, 2006.
Revised Preliminary Proxy on Schedule 14A
Summary Term Sheet, page 1
The Parties to the Reverse Merger and the Share Exchange
Agreement,
page 1
1. Please describe more specifically the services rendered by the
three consultants/agents in exchange for 500,000 shares of Global
Entertainment`s common stock. Supplementally tell us the names of
the consultants and tell us whether they are affiliated with
either
V.I.P. or Bayshore. Include a separate and materially complete
discussion concerning this aspect of the transaction in an
appropriate location in the proxy statement.
2. Please refer to prior comment 8. Please explain the reference
to
the elimination of preemptive rights described in the second risk
factor on page 67.
Summary: Questions and Answers About the Proposals
Q: What Will Global Entertainment Shareholders Receive Under the
Asset Sale? page 7
3. Please expand your answer to compare the anticipated dividend
distribution to the market price of your common stock as of a
recent
date. We note in other places in the document that you compare
the
dividend distribution to the market price at the "Fairness Opinion
Date." In the places in the prospectus where you make this
comparison, please define the "Fairness Opinion Date." In that
regard, it is unclear if the Fairness Opinion Date is the date on
the
cover of the fairness opinion, June 10, 2006, or the date upon
which
the opinion is based, which appears to be February 27, 2006.
Please
compare the dividend distribution to a recent market price of your
common stock. In addition, here and in all other places where you
discuss the dividend distribution, please clearly state that the
dividend distribution is taxable.
Proposal I: Sale of Assets, page 21
4. Please refer to prior comments 10 and 11. Although you have
provided a discussion of the terms of the asset sale, it does not
appear that you have provided a discussion of the negotiation of
the
terms of the sale agreement with V.I.P. We note your disclosure
that
the terms "are substantially the same as initially proposed by
V.I.P.
Management Services." Were any significant proposals and counter-
proposals made by the selling and purchasing parties? What was
the
basis for the purchase price initially proposed and, if different,
the price finally agreed upon by the parties? Describe any
negotiations with respect to material terms other than price.
5. Briefly describe nature of the debt owed to V.I.P. that forms
part of the purchase price.
Interests of Certain Affiliates, page 27
6. Please expand the discussion in the section to describe briefly
the "transition services" to be performed by Mr. Abboud and the
"cash
consideration payable by Mr. Abboud" for which he will receive
"certain unfinished software codes and a license in perpetuity to
use
certain software codes that will be sold to V.I.P. Management
Services under the asset purchase." For what length of time will
Mr.
Abboud perform such transitional services? Confirm that Mr.
Abboud
will not receive any consideration other than the software codes
and
license in exchange for his services and cash consideration to be
paid by him. Supplementally provide us with a copy of any
contractual agreements between V.I.P. and Mr. Abboud.
7. Please explain in greater detail the accrued liabilities in
Bayshore referenced on page 32 due to the officers and other
affiliates for "compensation and consulting" from inception to
December 31, 2005. Please disclose the other components that make
up
the total amount of $360,000.
Fairness Opinion, page 34
8. Please provide us with a better explanation of the basis for
the
Stenton Leigh fairness opinion. In particular, the opinion states
that, as of February 27, 2006, the Transaction is fair from a
financial point of view to the Global Entertainment stockholders.
Please explain how a fairness opinion based in February is
relevant
to the current transaction, which involves as a precondition an
asset
sale that was not even contemplated until May 12, 2006. Please
tell
us whether Stenton Leigh performed any evaluations or
reevaluations
after the emergence of the VIP acquisition offer.
9. Please refer to prior comment 20. We note that you provided
copies of the Evans and Trugman reports; however, it does not
appear
that you revised the disclosure in response to our comment. We
therefore reissue our prior comment. Please briefly discuss the
relevant portions of the Evans and Trugman valuations and the
bases
for their conclusions regarding the valuation of the company.
10. In addition, please provide us with an analysis of the
appropriateness of the reliance on the Evans and the Trugman
reports,
which are dated November and September 2005, respectively. Please
tell us whether the financial condition of the company today is
comparable to that of 8 and 10 months earlier, such that
discussion
of these valuations may be relevant.
11. Please refer to prior comment 21. Consistent with your
response,
please identify the companies used in the comparable company
analysis
in the proxy statement and disclose how the enterprise and equity
value ranges were derived for Global Entertainment and Bayshore
from
the selected multiple ranges of the comparable companies.
12. Please refer to prior comment 23. Your response focuses
almost
entirely on why the transactions are fair to shareholders based
solely on facts relating to Global Entertainment, such as book
value,
historic trading price and future profit potential. While this is
material information to investors and should be disclosed in the
proxy in a similar plain English manner, our prior comment focused
on
the conclusions of Stenton Leigh under each of the analyses
described
in the opinion. Please revise the proxy statement to provide a
conclusion of Stenton Leigh as to whether the transaction is
considered favorably or unfavorably under each analysis.
Proposal II Increase Authorized Shares of Common Stock, page 42
13. We note your disclosure that Bayshore principals have provided
assurances that funds are "readily available" to support the $30
million capital injection required by Bayshore to realize its
business plan. See page 38 under the heading Valuation Overview.
We
further note that Bayshore intends to raise funds through "a
convertible financial instrument with conversion features above
any
transaction contemplated herein." Include here a discussion of
Bayshore`s plans to issue convertible financial instruments to
raise
$30 million.
Proposal III Reverse Stock Split, page 44
14. We note your statement that the in the event the reverse
merger
is not approved or consummated, "this proposal may not be
implemented." Please clarify whether you mean by that statement
that
the proposal to implement the reverse split is contingent on the
consummation of the reverse merger.
15. Please disclose, in a table similar to the one used in
proposal
2, the number of shares your common and preferred stock that will
be:
(i) issued and outstanding; (ii) authorized and reserved for
issuance; and (ii) authorized but unreserved as a result of the
adoption of the reverse stock split.
16. Please be advised of the requirements of Rule 10b-17 with
respect
to the record date. The rule sets out procedural and substantive
requirements concerning providing notice of the reverse split to
the
NASD. Note that the notification requirement is not limited to
Nasdaq or exchange-listed companies but applies to any issuer of a
class of securities that is publicly traded.
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Please direct any questions you may have to Maryse Mills-
Apenteng at 202-551-3457 or, in her absence, to Anne Nguyen at
202-
551-3611. If you need further assistance, please contact the
undersigned at 202-551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
Bryan Abboud
Global Entertainment Holdings/Equities, Inc.
July 21, 2006
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