U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2001.
[ ] 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
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Global Entertainment Holdings/Equities, Inc.
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(Name of small business issuer in its charter)
Colorado 47-0811483
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6636 North 48th Street, Paradise Valley, Arizona (85253)
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 952-0711
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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 [ ]
As of May 11, 2001, there were 10,682,538 outstanding shares of the issuer's
common stock, par value $0.001.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION...............................................1
ITEM 1. Financial Statements.......................................1
ITEM 2. Management's Discussion and Analysis or Plan of Operation..1
Results of Operations......................................1
Liquidity and Capital Resources............................3
PART II - OTHER INFORMATION..................................................4
ITEM 6. Exhibits and Reports on Form 8-K...........................4
INDEX TO EXHIBITS............................................................6
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
As used herein, the term "Company" refers to Global Entertainment
Holdings/Equities, Inc., and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31, 2001
and statements of operations and statements of cash flows for the interim period
up to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-8and are incorporated herein by
this reference.
The consolidated financial statements for the Company included herein are
unaudited but reflect, in management's opinion, all adjustments, consisting only
of normal recurring adjustments, that are necessary for a fair presentation of
the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Form 10-KSB for
the year ended December 31, 2000.
1
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended
March 31
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2001 2000
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Revenues:
License Fees 35,000 -
Royalty Fees 777,374 718,746
Hosting Income 27,425 159,109
Special Projects 95,886 -
Other Revenues 85,903 -
Sponsorship Income 80,665 233,727
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Total Revenues $ 1,102,253 $ 1,111,582
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Cost of Revenues:
Special Projects 67,056 -
Bandwidth 94,875 69,510
Sponsorship Expenses 13,521 71,516
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Total Cost of Revenues 175,452 141,026
Gross Profit 926,801 970,556
Expenses
Bad Debt Provision - 47,790
Uncollectible Fees Written Off - 25,000
Depreciation & Amortization 251,763 164,418
Rents 37,423 113,619
Professional Fees 70,668 27,181
Travel 6,651 31,481
Financial & Investor Relations 14,532 32,499
Administrative Expenses 103,412 206,930
Consulting 2,656 153,192
Advertising 43,972 53,371
Wages and Salaries 336,759 33,786
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Total Expenses $ 867,836 $ 889,267
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Income (Loss) from Operations 58,965 81,289
Other Income(Expenses)
Interest(Expense) (19,873) (10,389)
Interest Income 721 1,211
Other Income(Expense) (5,194) 35,597
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Total Other Income(Expenses) (24,346) 26,419
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Income Before Taxes 34,619 107,708
Provisions for Income Tax (3,031) (13,698)
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Net Income $ 31,588 94,010
=========== ============
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-1
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended
March 31
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2001 2000
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Basic Earnings Per Share $ 0.003 0.009
Diluted Earnings Per Share $ 0.003 0.009
Weighted Average Shares Outstanding 10,414,207 10,108,741
Retroactively Restated
Weighted Average Shares & Options 12,187,748 10,108,741
Outstanding
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-2
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Statements of Cash Flows (Unaudited)
For the Three Months Period January 1, 2001 to March 31, 2001
For the Three Months Ended
March 31
---------------------------
2001 2000
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Cash Flows from Operating Activities
Net Income $ 31,588 94,010
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities;
Depreciation 251,763 164,418
Provisions for Bad Debt - 47,790
Uncollectible Fees Written Off - 25,000
Stock Issued for Services 7,656 -
Change in Operating Assets & Liabilities
(Increase) Decrease in Fees Receivable (355,251) (424,564)
(Increase) Decrease in Prepaid Expenses (977) 31,890
(Increase) Decrease in Security Deposits (1,014) (1,428)
(Increase) Decrease in Interest Receivable (440) (873)
(Increase) Decrease in Employee Receivable 1,082 7,692
(Increase) Decrease in Notes Receivable 150,000 -
Increase in Accounts Payable 128,317 147,131
Increase in Software Design (39,333)
Increase in Accrued Expenses 9,243 1,155
Increase in Taxes Payable 3,030 13,698
(Decrease) Increase in Accrued Interest 3,698 10,917
(Decrease) Increase in Accrued Wages - (26,323)
(Decrease) Increase in Cash in Escrow Restricted - (19,410)
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Net Cash Provided (Used) in Operating Activities 189,362 71,103
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Cash Flows from Investing Activities
Purchase of Fixed Assets (331,732) (239,907)
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Net Cash (Used) in Investing Activities $ (331,732) (239,907)
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See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-3
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Statements of Cash Flows (Unaudited)
For the Three Months Period January 1, 2001 to March 31, 2001
For the Three Months Ended
March 31
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2001 2000
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Cash Flows from Financing Activities
Increase (Decrease) in Capital Lease Liabilities (3,870) (5,414)
Payment on Long-Term Debt (75,000) -
Increase (Decrease) in Notes Payable 79,010 (97,196)
Sale of Common Stock - 253,391
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Net Cash Provided by Financing Activities $ 140 151,321
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Increase (Decrease) in Cash & Cash Equivalents (142,230) (17,483)
Cash & Cash Equivalents at Beginning of Period 164,455 236,184
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Cash & Cash Equivalents at End of Period $ 22,225 218,701
============= ==========
Disclosures from Operating Activities:
Interest Expense 26,065 10,389
Taxes 13,698 10,698
Significant Non-Cash Transactions:
Issued 39,000 for Prepaid Public Relations - 130,000
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-4
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2001 (Unaudited) and December 31, 2000
As of March 31 As of December 31,
2001 2000
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(Unaudited) (Audited)
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A S S E T S
Current Assets:
Cash & Cash Equivalents 22,225 164,455
Accounts Receivable Net of Provision 911,336 556,085
Note Receivable 600,000 550,000
Prepaid Expenses 22,662 21,685
Interest Receivable 3,373 2,933
Employee Accounts Receivable 27,408 28,490
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Total Current Assets 1,587,004 1,323,648
Property & Equipment
Automobile- Net 28,567 45,295
Proprietary Software - Net 750,032 490,552
Package Software- Net 104,716 103,448
Office Improvements- Net 30,522 22,433
Computer Equipment- Net 363,891 434,755
Furniture & Fixtures- Net 103,505 88,934
Websites - Net 339,830 455,677
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Total Property & Equipment 1,721,063 1,641,094
Long-Term Assets
Note Receivable 903,669 1,103,669
Other Assets
Security Deposit 35,059 34,045
Software Design & Development-Net 147,752 108,419
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Total Other Assets 182,811 142,464
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Total Assets $ 4,394,547 4,210,875
=============== ===============
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-5
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2001 (Unaudited) and December 31, 2000
As of March 31 As of December 31,
2001 2000
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(Unaudited) (Audited)
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L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y
Current Liabilities
Accounts Payable 573,629 445,312
Accrued Expenses 37,505 28,262
Accrued Interest 37,402 33,704
Current Portion- Capital Leases 14,285 17,856
Current Portion- Notes Payable 940,903 983,000
Note Payable- Line of Credit 51,951 5,844
Income Taxes Payable 31,513 28,483
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Total Current Liabilities $1,687,188 1,542,461
Long Term Liabilities
Notes Payable 908,000 983,000
Less Current Portion (908,000) (983,000)
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Total Long Term Notes Payable - -
Capital Lease Payable 28,834 29,133
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Net Long Term 28,834 29,133
Liabilities
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Total Liabilities $1,716,022 1,571,594
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Stockholders' Equity
Preferred Stock, 25,000,000 Shares Authorized,
at $.001 Par Value, None Issued
Common Stock, 100,000,000 Shares Authorized 10,418 10,406
Par Value of $.001;
10,418,040 & 10,406,540 Shares Issued and
Outstanding Respectively Retroactively Restated
Paid in Capital 3,223,576 3,215,932
Retained Earnings(Deficit) (108,169) (139,757)
Treasury Stock, at Cost (447,300) (447,300)
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Net Stockholders' Equity 2,678,525 2,639,281
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Total Liabilities and Stockholders' Equity 4,3$4,547 4,210,875
============ =============
See accompanying summary of accounting policies and notes to consolidated
financial statements.
F-6
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and 2000
(Unaudited)
NOTE 1 - GENERAL
The Company was incorporated on July 10, 1997, under the laws of the state of
Colorado using the name Masadi Resources, Inc. On February 10, 1998, Articles of
Amendment were filed changing the name to International Beverage Corporation.
Pursuant to a Merger Agreement dated August 27, 1998, International Beverage
Corporation merged with Global Entertainment Holdings/Equities, Inc., and
subsequently the surviving corporation became known as Global Entertainment
Holdings/Equities, Inc. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the laws of
the state of Colorado.
Principles of Consolidation
The Company currently has two wholly owned subsidiaries; Interactive Gaming and
Wagering NV, (IGW), a Netherlands Antilles Corporation in Curacao, Netherlands
Antilles, and Prevail Online, Inc., (Prevail), a Colorado Corporation. IGW, is
engaged in the conception and creation of computer software programs for the
gaming and wagering industry. Prevail, was purchased in August of 1999 and it is
engaged in the creation and operation of websites and derives its revenues from
banner advertising. The accompanying consolidated financial statements include
the accounts of the company and its wholly-owned subsidiaries. Inter-company
transactions and balances have been eliminated in consolidation
NOTE 2 - BASIS OF PRESENTATION
The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 301(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2001 and
2000 are not necessarily indicative of the results that may be expected for the
years ended December 31, 2001 and 2000. The December 31, 2000 balance sheet was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim consolidated
financial statements. For further information, the statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's registration statement on Form 10KSB, as amended.
Shares of common stock issued by the Company for other than cash have been
assigned amount equivalent to the fair value of the service or assets received
in exchange.
Start-up and organization costs are recorded in accordance with the provisions
of Statement of Position 98-5, "Reporting Costs of Start-up Activities" ("SOP
98-5"). SOP 98-5 requires that the costs of start-up activities, including
organization costs, be expensed as incurred.
F-7
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and 2000
(Unaudited)
NOTE 2 - BASIS OF PRESENTATION (con't)
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods. Basic earnings per share are computed on the
basis of the weighted average number of common shares outstanding during each
year. Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding. Dilutive
securities having an anti-dilutive effect on diluted earnings per share are
excluded from the calculation.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company, from time to time, may be subject to legal proceedings and claims
that arise in the ordinary course of its business. Currently, the Company is not
subject to any legal proceedings or other claims.
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 the
Company's current views with respect to future events and financial performance
including statements regarding the Company'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. The Company makes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof.
Additionally, these statements are based on certain assumptions that may prove
to be erroneous and are subject to certain risks including, but not limited to,
the Company's dependence on limited cash resources, and its dependence on
certain key personnel within the Company. 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, Interactive Gaming and Wagering, NV ("IGW") and Prevail Online
("Prevail"). 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 from IGW's
inception through 1999. However, for the year ended 2000, IGW's sportsbook
realized only 31% of its total revenues during the fourth quarter. With the
recent development, licensing and introduction of the new Internet based casino
software, revenues are anticipated to continue to balance out during the off
season months as a result of the additional royalties gained through the
licensing of the newly introduced Casino software. As new licensees and
additional software platforms are added, the Company hopes revenues become more
balanced during the other sport seasons.
Through research and development in the past four years, the Company identified
the opportunity of offering proprietary software and related services to online
gaming operators and successfully launched its first licensee in 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 and several other countries.
The Company enjoyed a net profit from operations of $58,965 for the quarter
ending March 31, 2001, as compared to a net profit from operations of $81,289
for the quarter ended March 31, 2000. This performance continues the Company's
string of three consecutive years of improved bottom line performance and
yielded a return on stockholder equity of over 8% for the first quarter of the
year 2001.
The top line revenue of the Company is primarily derived from software licensing
and Website services for licensees (including royalties) generated by the wholly
owned subsidiary, Interactive Gaming & Wagering ("IGW") and advertising and
sponsorship revenues generated by the Company's other wholly owned subsidiary,
Prevail Online, Inc. ("Prevail"). The Company's revenues decreased slightly to
$1,102,253 for the quarter ended March 31, 2001 as compared to $1,111,582 for
the quarter ended March 31, 2000.
2
IGW offers to its licensees the ITSCS and the Casino Hook software platforms.
IGW revenues showed continued growth from license fees, hosting income,
marketing services, loyalty program and bandwidth services of $244,214 and
royalties of $777,374, representing 93% of the total Company revenues for the
quarter ending March 31, 2001 compared to $159,109 and $718,746 for the quarter
ending March 31, 2000. Royalty fees grew 8% despite recent reductions in royalty
rates while the other revenue sources, including new sources, grew 54%. As of
March 31, 2001, IGW supported 12 fully operational licensee web sites.
IGW's continued improvement is evidenced by the 79% increase of its net income
from operations, which was $224,174 during the quarter ended March 31, 2001, as
compared to $124,939 during the quarter ended March 31, 2000. Correspondingly,
IGW's gross income increased 16% for the quarter ended March 31, 2001, to
$1,022,028 from $878,059 for the same period of 2000.
Prevail generated revenues of only $80,665 for the quarter ended March 31, 2001,
compared to $233,727 for the quarter ended March 31 2000. Prevail revenue
accounted for approximately 7% of the Company's revenues for the period ended
March 31, 2001, as compared to 21% for the period ended March 31, 2000. The
decrease in Prevail revenue is attributed to the replacement of the former
management and the interruption in business operations caused by the movement of
Prevail's principal office to Phoenix, Arizona. The Company still anticipates
Prevail will experience revenue growth of more than 15% during the next three
years as operations return to normal and then progress therefrom.
As a result of an aggressive cost cutting effort, Prevail substantially reduced
its expenses in the quarter ending March 31, 2001, thereby substantially
offsetting its revenue loss during the same period. For the quarter ended March
31, 2000, Prevail experienced a net profit from operations of $39,589 as
compared to a net loss from operations of $43,805 for the quarter ended March
31, 2001.
The Company believes its new products will significantly expand its markets and
attract many new licensees. Accordingly, the Company expects IGW licensing
revenue growth to expand as more licensees sign licenses and commence
operations. Additionally, IGW's royalties from existing licensees Internet
gaming operations is expected to increase on an annual basis.
Operating expenses increased 1% to $1,043,288 for the quarter ended March 31,
2001 compared to $1,030,293 for the first quarter of the year 2000.
The Company has adopted modified accounting procedures, which has consolidated
some of the older accounts, in order to clarify accounting for various
components of employee's compensation, and the capitalization and
amortization/depreciation of its software development. These two expense
categories account for 66% of the Company's total expenses consistent with the
importance of their roles in the Company's strategic plan and operations.
The Company expects to attract two (2) of the proposed six (6) additional
licensees by the end of the second quarter of the year 2001, and to sign the
remaining four (4) licensees in the second half of the year. The Company
anticipates requiring an asset investment of an additional $1 million in
hardware and software to accommodate the additional six (6) licensee contracts.
Accordingly, the Company expects IGW licensing revenue growth to expand as more
licensees sign licenses and commence operations. IGW's royalties from licensees'
Internet gaming operations should significantly increase during the next several
years. The Company expects its net profits, before tax, for the fiscal year
ending December 31, 2001, to at least double that of the fiscal year 2000 net
profits, before tax, which was $256,497.
3
Liquidity and Capital Resources
The Company's single largest source of revenue has been one of IGW's software
licensees. As of December 31, 2000, this licensee owed IGW approximately $1.6
million in past due royalties. As the licensee became incapable of maintaining
payments at the current royalty rate, the Company has agreed to a reduction in
the royalty rate in exchange for a conversion of the account receivable to a
long term note receivable of equivalent amount, with an accelerated fixed
repayment schedule of $50,000 per month, in addition to the current royalty.
Although the monthly royalty rate to this licensee has decreased per month,
effective January 1, 2001, IGW still firmly believes that such a decrease will
not decrease total revenue from this licensee because such decrease in royalty
rate will allow the licensee to increase its advertising and marketing efforts,
thereby increasing their revenues. If the licensee generates higher revenues, it
will pay IGW higher total royalty payments despite a lower royalty rate. Initial
indications are consistent with this analysis and expectation. However, the
Company cannot guarantee that revenues from this licensee will continue to
increase under any circumstances, irrespective of the royalty rate.
As a result of the account receivable conversion, the Company's accounts
receivable as of March 31, 2001, substantially decreased to $911,336, as
compared to $1,935,790 at March 31, 2000. The majority of the receivables are
from operating licensees, which have a 30-day term agreement for royalties. As a
result of the restructure of the accounts receivable described above, the
average period of collection substantially decreased from 193 days to 74 days,
and the Company is further committed to reducing the aging to a conventional 30
day period.
Net cash generated from operating activities for the three months ended March
31, 2001 increased to $189,362 compared to $71,103 for the three months ended
March 31, 2000. The increase in cash from operations was primarily due to the
decrease in notes receivable and the cash savings from depreciation expense.
Net cash used for investing activities for the three months ended March 31, 2001
was $331,732 compared to $239,907 for the three months ended March 31, 2000. The
increase was primarily due to investment in the capitalization of software
development expenses and in the purchase of computer equipment. Net cash
provided by financing activities for the three months ended March 31, 2001, was
$140, as compared to $151,321 for the three months ended March 31, 2000. This
March 31, 2001 balance of cash provided by financing activities is the result of
the Company's repayment of $78,870 in debt and the Company's borrowing of
$79,010. This nominal level of financing indicates that the Company has become
profitable and can support itself from internally generated funds. Nevertheless,
the Company continues to seek outside financing, through either the sale of
equity or debt, to more quickly facilitate expansion of the Company's
operations.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which this report is
filed.
The following exhibits are attached hereto.
3.1 Articles of Incorporation
3.2 Bylaws.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly
Report on Form 10-QSB to be executed on its behalf by the undersigned, hereunto
duly authorized.
Global Entertainment Holdings/Equities, Inc.
/s/ Donald J. Lisa
- --------------------------------------------
Donald J. Lisa, President
May 15, 2001
5
INDEX TO EXHIBITS
Exhibits marked with an asterisk have been filed previously with the Commission
and are incorporated herein by reference.
EXHIBIT PAGE
NO. NO. DESCRIPTION
3.1 * Articles of Incorporation
3.2 * Bylaws
6