U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Amend 1
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from ____________ to _____________
Commission file number: 0-27637
Global Entertainment Holdings/Equities, Inc.
(Name of small business issuer in its charter)
Colorado 47-0811483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6235 South 90th Street, Omaha, 68127
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (402) 331-3189
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 3/31/00 there were 10,277,140:
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Global Entertainment Holdings/Equities, Inc.
FORM 10-QSB
TABLE OF CONTENTS
PART I-FINANCIAL INFORMATION
ITEM 1. Financial Statements. 3
Report of Reviewer 3
March 21, 2000 Financial Statements F-1 to F-8
ITEM 2. Management's Discussion and Analysis or Plan of Operation. 4
PART II-OTHER INFORMATION
ITEM 1. Legal Proceedings. 7
ITEM 2. Changes in Securities. 7
ITEM 3. Defaults Upon Senior Securities. 7
ITEM 4. Submission of Matters to a Vote of Security Holders. 7
ITEM 5. Other Information. 7
ITEM 6. Exhibits and Reports on Form 8-K. 8
2
PART I-FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple #300
Salt Lake City, Utah 84111
(801) 521-2392
Board of Directors
Global Entertainment Holdings/ Equities, Inc.
I have reviewed the accompanying balance sheets, of Global Entertainment
Holdings/ Equities, Inc., as of March 31, 2000, and for the three months periods
then ended. These financial statements are the responsibility of the Company's
management.
I conducted my review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
consists principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting matters.
It is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
generally accepted accounting principles.
/s/Darrell Schvaneveldt
Salt Lake City, Utah 84111
May 20, 2000
3
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Consolidated Balance Sheets
March 31, 2000 (Unaudited) and December 31, 1999
March December
31, 2000 31, 1999
Assets
Current Assets
Cash & Cash Equivalents $ 218,701 $ 236,184
Accounts Receivable Net of Provision
for Bad Debts of $119,590 in 2000 and
$71,800 in 1999 1,935,790 1,511,226
Prepaid Expenses 36,051 67,941
Interest Receivable 3,505 2,632
Employee Accounts Receivable 43,620 51,312
Total Current Assets 2,237,667 1,869,295
Property & Equipment
Automobile - Net 52,064 59,484
Package Software - Net 116,233 108,951
Office Improvements - Net 33,297 21,696
Computer Equipment - Net 602,397 590,819
Furniture & Fixtures - Net 143,047 121,288
Websites 633,797 737,897
Total Property & Equipment 1,580,835 1,640,135
Other Assets
Security Deposit 18,648 17,220
Software Design & Development - Net 278,085 117,975
Total Other Assets 296,733 135,195
Total Assets $4,115,235 $3,644,625
See accountant's review report and accompanying notes
F-1
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Consolidated Balance Sheets -Continued-
March 31, 2000 (Unaudited) and December 31, 1999
March December
31, 2000 31, 1999
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 451,152 $ 304,021
Accrued Expenses 14,626 13,471
Accrued Interest 51,087 40,170
Accrued Wages 23,607 49,930
Customer Deposits 16,470 35,880
Current Portion - Capital Leases 31,285 31,285
Current Portion - Notes Payable 140,000 240,000
Note Payable - Line of Credit 38,497 35,693
Income Taxes Payable 25,269 11,571
Total Current Liabilities 791,993 762,021
Long Term Liabilities
Notes Payable 465,000 565,000
Less Current Portion ( 140,000) ( 240,000)
Total Long Term Notes Payable 325,000 325,000
Capital Lease Payable 29,981 35,395
Net Long Term Liabilities 354,981 360,395
Total Liabilities 1,146,974 1,122,416
Stockholders' Equity
Preferred Stock, 25,000,000 Shares Authorized,
at $.001 Par Value, None Issued
Common Stock 100,000,000 Shares Authorized,
Par Value of $.001;
10,277,140 & 9,940,353 Shares Issued &
Outstanding Respectively Retroactively
Restated 10,277 9,940
Paid In Capital 3,206,653 2,854,948
Retained Earnings (Deficit) ( 248,669) ( 342,679)
Net Stockholders' Equity 2,968,261 2,522,209
Total Liabilities &
Stockholders' Equity $4,115,235 $3,644,625
See accountant's review report and accompanying notes
F-2
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Consolidated Statement of Operations (Unaudited)
For the Three Months Period January 1, 2000 to March 31, 2000
and the Three Months Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
Revenues
License Fees $ -0- $ 20,000
Royalty Fees 718,746 618,313
Hosting Income 159,109 -0-
Advertising Revenues 233,727 -0-
Total Revenues 1,111,582 638,313
Expenses
Bad Debt Provision 47,790 50,000
Uncollectible Fees Written Off 25,000 120,000
Amortization 72,554 31,695
Depreciation 91,864 13,162
Rents 113,619 40,444
Professional Fees 27,181 39,670
Travel 31,481 26,691
Financial & Investor Relations 32,499 9,600
Administrative Expenses 206,930 70,193
Consulting 224,708 103,931
Advertising 53,371 992
Bandwidth Expenses 69,510 -0-
Wages & Salaries 33,786 -0-
Total Expenses 1,030,293 506,378
Income (Loss) from Operations 81,289 131,935
Other Income (Expenses)
Interest (Expense) ( 10,389) -0-
Interest Income 1,211 264
Other Income 35,597 1,565
Total Other Income (Expenses) 26,419 1,829
See accountant's review report and accompanying notes
F-3
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Consolidated Statement of Operations (Unaudited) -Continued-
For the Three Months Period January 1, 2000 to March 31, 2000
and the Three Months Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
Income Before Taxes $ 107,708 $ 133,764
Provisions for Income Tax 13,698 -0-
Net Income $ 94,010 $ 133,764
Basic Earnings Per Share $ 0.01 $ 0.15
Diluted Earnings Per Share 0.01 0.00
Weighted Average Shares Outstanding
Retroactively Restated 10,108,741 891,963
Weighted Average Shares & Options
Outstanding 10,108,741 891,963
See accountant's review report and accompanying notes
F-4
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Statements of Cash Flows (Unaudited)
For the Three Months Period January 1, 2000 to March 31, 2000
and the Three Months Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
Cash Flows from Operating Activities
Net Income $ 94,010 $ 133,764
Adjustment to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities;
Amortization 72,554 31,695
Depreciation 91,864 13,162
Provisions for Bad Debt 47,790 50,000
Write Off Uncollectible Fees Receivable 25,000 120,000
Change in Operating Assets & Liabilities;
(Increase) Decrease in Fees Receivable ( 424,564) ( 501,346)
(Increase) Decrease in Prepaid Expenses 31,890 ( 2,321)
(Increase) Decrease in Security Deposits ( 1,428) ( 1,334)
(Increase) Decrease in Interest Receivable ( 873) -0-
(Increase) Decrease in Employee Receivable 7,692 -0-
Increase in Accounts Payable 147,131 110,077
Increase in Accrued Expenses 1,155 -0-
Increase in Taxes Payable 13,698 9,683
(Decrease) Increase in Accrued Interest 10,917 ( 12,565)
(Decrease) Increase in Accrued Wages ( 26,323) 3,800
(Decrease) Increase in Customer Deposits ( 19,410) -0-
Net Cash Provided (Used) in
Operating Activities 71,103 ( 45,385)
Cash Flows from Investing Activities
Purchase of Software Design & Development ( 129,208) -0-
Purchase of Automobile -0- ( 43,949)
Purchase of Package Software -0- ( 2,262)
Purchase of Office Improvements ( 7,396) ( 7,062)
Purchase of Computer Equipment ( 94,021) ( 173,014)
Purchase of Furniture & Fixtures ( 9,282) ( 35,614)
Net Cash (Used) in Investing Activities ( 239,907) ( 261,901)
See accountant's review report and accompanying notes
F-5
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Statements of Cash Flows (Unaudited) -Continued-
For the Three Months Period January 1, 2000 to March 31, 2000
and the Three Months Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
Cash Flows from Financing Activities
Increase in Capital Lease Liabilities -0- 43,300
Payments on Capital Lease Liabilities ( 5,414) -0-
Increase in Notes Payable 2,804 803
Payment on Notes Payable ( 100,000) -0-
Sale of Common Stock 253,931 299,728
Net Cash Provided by Financing Activities 151,321 343,831
Increase (Decrease) in Cash & Cash
Equivalents ( 17,483) 36,545
Cash & Cash Equivalents at Beginning
of Period 236,184 122,422
Cash & Cash Equivalents at End of Period $ 218,701 $ 158,967
Disclosures from Operating Activities
Interest Expense $ 10,389 $ -0-
Taxes 13,698 -0-
See accountant's review report and accompanying notes
F-6
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Notes to Financial Statement
NOTE #1 - Organization
The Company was incorporated on July 10, 1997, under the laws of the state of
Colorado using the name Masadi Resources, Inc. On February 10, 1998, Articles
of Amendment were filed changing the name to International Beverage Corporation.
Pursuant to a Merger Agreement dated August 27, 1998, International Beverage
Corporation merged with Global Entertainment Holdings/Equities, Inc., and
subsequently the surviving corporation became known as Global Entertainment
Holdings/Equities, Inc.
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the laws of the state of Colorado.
The Company currently has two wholly owned subsidiaries; Interactive Gaming and
Wagering NV, (IGW), a Netherlands Antilles Corporation in Curacao, Netherlands
Antilles, and Prevail Online, Inc., (Prevail), a Colorado Corporation. IGW, is
engaged in the conception and creation of computer software programs for the
gaming and wagering industry. Prevail, was purchased in August of 1999 and it
is engaged in the creation and operation of websites and derives its revenues
from banner advertising.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period in
which they occur. Revenues and related expenses are recognized from the
sale of the licenses when persuasive evidence of an arrangement exists,
delivery of access to the software has occurred, the license fee has
been determined and collectability of the license fee is probable.
License fees are billed to be paid in three installments over a
relatively short period of time, usually within ninety days.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be
computed by including contingently issuable shares with the weighted
average shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive effect upon
earnings per share no diluted earnings per share shall be presented.
E. Consolidation Policies: The accompanying consolidated financial
statements include the accounts of the company and its wholly-owned
subsidiaries. Inter-company transactions and balances have been
eliminated in consolidation.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is amortized over the lesser of the length of the lease of
the related assets of the estimated lives of the assets. Depreciation
and amortization is computed on the straight line method.
G. Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
F-7
Global Entertainment Holdings/Equities, Inc., & Subsidiaries
Notes to Financial Statement -Continued-
NOTE #2 - Significant Accounting Policies -Continued-
H. Foreign Currency: All cash transactions in the Netherlands Antilles are
conducted from the Antilles Banking Corporation in United States
dollars.
I. Stock Options are valued at the difference in the market price of the
shares on the day of the grant and the present value of the shares at a
risk free discounted rate for the option period. When restricted shares
are to be acquired by exercise of the options the Company may apply a
marketability discount to the deemed value of the options.
NOTE #3 - Statement Preparation
The Company has prepared the accompanying financial statements with interim
financial reporting requirements promulgated by the Securities & Exchange
Commission. The information furnished reflects all adjustments which are, in
the opinion of management, necessary for a fair presentation of financial
position and results of operations.
The financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1999 10-K
report.
F-8
ITEM 2. Management's Discussion and Analysis or Plan of Operation.
Forward-Looking Information-General
This report contains a number of forward-looking statements, which reflect
Global's current views with respect to future events and financial performance
including statements regarding Global's projections, and the internet gaming
industry. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned to not place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof Global undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof.
Additionally, these statements are based on certain assumptions that my prove to
be erroneous and are subject to certain risks including, but not limited to,
Global's dependence on limited cash resources, and its dependence on certain key
personnel within Global. Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.
Results of Operations
The Company generates operating revenues exclusively from its wholly owned
subsidiaries, IGW and Prevail. The acquisition of Prevail added an additional
source of revenue for the Company through its website advertising fees.
For the Quarter ended March 31, 2000, Prevail generated revenues of over
$234,000, which accounted for approximately 21% of the Company's revenues for
that period.
The Company's subsidiaries, IGW and Prevail currently generate revenues from
three (3) primary sources: (i) licensing fees, (ii) monthly website hosting and
maintenance fees, and (iii) royalties and advertising fees.
Historically, approximately 50% of all gaming revenue for "Sportsbook"
operators, in the USA and abroad, are generated during American Professional and
Collegiate football season. This statistic has proven to be steadfast during the
short time that IGW began licensing its Internet Sportsbook software platform,
as fourth quarter royalty revenue represented over 50% of all revenue generated
in 1998 and 1999. This seasonal royalty revenue is anticipated to continue for
the Sportsbook software platform; however, with the recent development,
licensing and introduction of the new Internet based casino software, revenues
should balance out during the off season months as a result of the additional
royalties gained through the licensing of the newly introduced Casino software.
Seasonal royalty revenue for football season currently represents over 50% of
all Company revenue, however, as new licensees and additional software platforms
are added, the revenues will balance out during the other sport seasons.
4
Through research and development in the past four years, the Company identified
the opportunity of offering proprietary software and related services to online
gaming operators and successfully launched its first licensee in November 1997.
The Company encourages its licensee's to target only customers in countries that
regulate online gaming. Currently, there are several countries which support the
online gaming industry through regulation and/or taxation, including; such
nations as Sweden, Finland, Australia, Germany, Liechtenstein, the Netherlands
Antilles, Dominica and Antigua.
Since the beginning of January 2000, through March 31, 2000, revenues from all
components of the software licensing business, which include software licensing,
Website services and software licensing royalties have undergone growth and
generated revenues over $1.1 Million, representing a 174% increase in total
revenues for the three months ended March 31, 2000.
The following tables set forth selected information from the statements of
operations and balance sheets for the three months periods ended March 31, 2000
and 1999.
Selected Statement of Operations Information
For the Three Months Periods Ended
March March
31, 2000 31, 1999
Total Revenue $ 1,111,582 $ 638,313
Total Expenses 1,030,293 506,378
Income (Loss) From Operations 81,289 131,935
Total Other Income (Expenses) 26,419 1,829
Taxes ( 13,698) -0-
Net Profit (Loss) 94,010 133,764
Selected Balance Sheet Information
For the Three Months Periods Ended
March March
31, 2000 31, 1999
Total Current Assets $ 2,237,667 $ 1,237,615
Total Current Liabilities 791,993 207,386
Total Property & Equipment 1,580,835 341,894
Total Liabilities 1,146,974 412,386
Total Other Assets 296,733 334,251
Total Assets 4,115,235 1,913,251
Net Shareholders' Equity 2,968,201 1,501,374
The Company's revenues increased over 174% to $1,111,582 for the quarter ended
March 31, 2000 as compared to $638,313 for the quarter ended March 31, 1999.
The growth is primarily due to additional revenues generated from software
licensing, and Website services for licensees (including Royalties). The
Company, through IGW, offers to its licensees Internet based Casino and
Sportsbook software as well as telephone based (call
5
centers) Sportsbook software. Revenue from software licensing services, which
is the significant income source, accounts for 79% of the total revenues for the
three months ended March 31, 2000.
Operating expenses were $1,030,293 for the three months ended March 31, 2000 and
$506,378 for March 31, 1999.
Income from operations for the three months ended March 31, 2000, was $94,010 as
compared to $133,764 at March 31, 1999.
During the three months ended March 31, 2000 there were significant increases in
operating expenses due to the continuing operational and employment expansion of
Interactive Gaming and Wagering, NV. (IGW) More specifically, amortization
expenses increased to $72,554 at March 31, 2000, from $31,695 at March 31, 1999.
Depreciation expense was $71,864 at March 31, 2000 compared to $13,162 at March
31, 1999. Both of these expense increases are attributed to the increase in an
investment in assets during the last fiscal year. Rent expense at March 31,
2000 was $113,619 increasing from $40,444 at March 31, 1999 because of larger
facilities in Curacao for IGW. Administrative expenses increased to $206,930 at
March 31, 2000 compared to $70,193 at March 31, 1999, which reflects the cost of
the expanded employment force at IGW and the additional administrative costs of
Prevail Online, Inc.
Additionally, the Company has intensified its efforts to refine and enhance its
computer programs and operations at IGW in Curacao. This resulted in an
increase in consulting expenses from $103,931 at March 31, 1999 to $224,708 at
March 31, 2000.
The Company expects licensing revenues to continue to grow as more licensees
commence operations and royalties from existing licensee's Internet gaming
operations increase.
Liquidity and Capital Resources
At March 31, 2000, the Company had $218,701 in cash and cash equivalents, as
compared to $236,184 at March 31, 1999.
Accounts receivable at March 31, 2000 increased to $1,935,790 as compared to
$1,511,226 at March 31, 1999. The majority of the receivables are from new
licensees that were offered an installment payment plan on the initial licensing
fees and from operating licensees, which have a 30-day term agreement for
royalties.
Net cash generated from operating activities for the three months ended March
31, 2000, was $71,103 as compared to a net use of $45,385 for the three months
ended March 31, 1999.
Net cash used for investing activities for the three months ended March 31,
2000, was $239,907 as compared to $261,901 for the three months ended March 31,
1999.
Net cash provided by financing activities for the three months ended March 31,
2000, was $151,321, as compared to $343,831 for the three months ended March 31,
1999.
6
PART II-OTHER INFORMATION
ITEM 1. Legal Proceedings.
On November 26, 1997, the Company as Masadi Resources, Inc. ("Company") entered
into an Agreement of Purchase and Sale ("Agreement") to purchase Beverage Source
Worldwide, Inc. ("BSI"). On May 5, 1998, the Company filed a Complaint in the
Superior Court of California, County of San Diego, asking the Court to declare
the Agreement rescinded. The Company further alleged that various individuals
including Mark Darnell ("Darnell") had breached the Agreement and alleged, the
individuals, including Darnell had breached their fiduciary duties and had
committed other malfeasance and illegal acts. All parties to the lawsuit other
than Darnell were dismissed prior to Trial. The trial was held on November
8-10, 1999, in the Superior Court of San Diego. In a Minute Order dated
December 23, 1999, the Court ruled against the Company on all counts and further
ordered that a rescission had not taken place and ordered that Darnell retained
all previously held stock interest in the company. Subsequent to the Court's
ruling, the Company and Darnell entered into a Settlement Agreement
and Mutual Release of all Claims ("Settlement Agreement") wherein the Company
paid Darnell $75,000 and Darnell agreed to rescind the Agreement. The $75,000
per theSettlement Agreement was to be paid as follows: $35,000 on 2/23/00;
$20,000 on 5/18/00; and $20,000 on 8/18/00. The first two payments have been
made by the Company and the final payment will be made when due per the
Agreement, on 8/18/00. This final payment will resolve all aspects of this
litigation.
The Company is not a party to any other litigation and none is contemplated nor
has any been threatened.
ITEM 2. Changes in Securities and Use of Proceeds.
In the month of March 2000, the Company sold 336,787 shares of its $.001 par
value Common Stock to two entities and four individuals who were unrelated
parties. The Company received $253,931 in cash for the sale of the securities.
The shares were sold in reliance upon the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended.
ITEM 3. Defaults Upon Senior Securities.
The Company has incurred no defaults upon senior securities during this
reporting period.
ITEM 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during this
reporting period.
ITEM 5. Other Information.
In March of 2000, the Company settled a lawsuit between certain officers of its
former subsidiary, Beverage Source Worldwide wherein, the Company paid to the
certain officers, $75,000 to settle to lawsuit.
7
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. 27 Financial Data Schedule*
* Exhibits filed previously with Form 10-QSB
(b) Form 8-K
The Company filed a report on Form 8-K on January 7, 2000, regarding the filing
of its Notice of Intent to Move for a new trial on the matter of Company vs.
certain officers of its former subsidiary, Beverage Source Worldwide, Inc. on
January 5, 2000.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global Entertainment Holdings/Equities, Inc.
(Registrant)
/s/Thomas Hawkins
(Signature)*
Thomas Hawkins/Secretary
Date: July 24, 2000
*Print name and title of the signing officer under his signature.