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 September 30, 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
-------
Global Entertainment Holdings/Equities, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Colorado 47-0811483
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6636 North 48th Street, Paradise Valley, Arizona (85253)
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 952-0711
--------------
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 September 30, 2001, there were 10,431,040 outstanding shares of the
issuer's common stock, par value $0.001.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION...............................................1
ITEM 1. Financial Statements.......................................1
ITEM 2. Management's Discussion and Analysis or Plan of Operation..2
Forward Looking Information................................2
Results of Operations......................................2
Liquidity and Capital Resources............................4
PART II - OTHER INFORMATION..................................................5
ITEM 4. Submission of Matters to a Vote of Security Holders........5
ITEM 6. Exhibits and Reports on Form 8-K...........................5
INDEX TO EXHIBITS............................................................7
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 September 30,
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 beginning on Page F-1 and 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 and nine months ended September 30, 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 Balance Sheets
September 30, 2001 (Unaudited) and December 31, 2000
As of September 30, As of December 31,
2001 2000
------------------ ------------------
(Unaudited) (Audited)
------------------ ------------------
A S S E T S
Current Assets:
Cash & Cash Equivalents 92,697 164,455
Accounts Receivable Net of Provision 395,848 556,085
Note Receivable 613,429 550,000
Note Receivable-Other 44,734 28,490
Prepaid Expenses 26,275 21,685
Interest Receivable 1,907 2,933
------------------ ------------------
Total Current Assets 1,174,890 1,323,648
Property & Equipment
Automobile - Net 24,173 45,295
Proprietary Software - Net 1,002,072 946,229
Package Software- Net 98,466 103,448
Office Improvements - Net 24,973 22,433
Computer Equipment - Net 240,501 434,755
Furniture & Fixtures - Net 83,467 88,934
------------------ ------------------
Total Property & Equipment 1,473,652 1,641,094
Long-Term Assets
Note Receivable 603,669 1,103,669
Other Assets
Security Deposit 46,834 34,045
Software Design & Development - Net 71,171 108,419
------------------ ------------------
Total Other Assets 118,005 142,464
------------------ ------------------
Total Assets $ 3,370,216 $ 4,210,875
================== ==================
See accompanying summary of accounting principles and notes to consolidated
financial statements.
F-1
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2001 (Unaudited) and December 31, 2000
As of September 30, As of December 31,
2001 2000
------------------ ------------------
(Unaudited) (Audited)
------------------ ------------------
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 423,796 445,312
Accrued Expenses 55,304 28,262
Accrued Interest 46,520 33,704
Current Portion- Capital Leases 12,822 17,856
Current Portion- Notes Payable 421,505 983,000
Note Payable- Line of Credit 47,792 5,844
Income Taxes Payable 24,932 28,483
------------------ ------------------
Total Current Liabilities $ 1,032,671 $ 1,542,461
Long Term Liabilities
Notes Payable 948,780 983,000
Less Current Portion (421,505) (983,000)
------------------ ------------------
Total Long Term Notes Payable 527,275 -
Capital Lease Payable 26,220 29,133
------------------ ------------------
Net Long Term Liabilities 553,495 29,133
------------------ ------------------
Total Liabilities $ 1,586,166 $ 1,571,594
------------------ ------------------
Stockholders' Equity
Preferred Stock, 25,000,000 Shares
Authorized, at $.001 Par Value,
None Issued
Common Stock, 100,000,000 Shares
Authorized Par Value of $.001; 10,431 10,406
10,431,040 & 10,406,540 Shares
Issued and Outstanding Respectively
Retroactively Restated
Paid in Capital 3,236,563 3,215,932
Retained Earnings(Deficit) (1,015,644) (139,757)
Treasury Stock, at Cost (447,300) (447,300)
------------------ ------------------
Net Stockholders' Equity 1,784,050 2,639,281
------------------ ------------------
Total Liabilities and
Stockholders' Equity $ 3,370,216 $ 4,210,875
================== ==================
See accompanying summary of accounting principles and notes to consolidated
financial statements.
F-2
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30 September 30
----------------------- ----------------------
2001 2000 2001 2001
---------- ----------- ---------- ----------
Revenues:
License Fees 15,000 29,400 50,000 29,400
Royalty Fees 576,816 625,649 1,929,564 1,943,309
Hosting Income 57,938 155,804 105,956 475,975
Special Projects 52,289 - 175,938 -
Bandwidth 83,681 - 250,904 -
Sponsorship Income 63,575 400,768 136,776 851,208
---------- ----------- ---------- ----------
Total Revenues $ 849,299 $ 1,211,621 $2,649,138 $3,299,892
---------- ----------- ---------- ----------
Cost of Revenues:
Special Projects 38,613 - 124,589 -
Bandwidth 91,555 147,050 272,101 216,560
Royalty Costs 95,277 95,277
Sponsorship Expenses (215) - 22,215 -
---------- ----------- ---------- ----------
Total Cost of Revenues 225,230 147,050 514,182 216,560
Gross Profit 624,069 1,064,571 2,134,956 3,083,332
Expenses
Bad Debt Provision 14,385 14,038 28,770 61,828
Uncollectible Fees Written Off 43,136 - 110,515 25,000
Depreciation & Amortization 270,555 148,255 790,446 427,987
Rents 26,697 88,014 94,750 282,999
Professional Fees 3,428 - 126,505 60,731
Travel 3,783 27,523 10,434 95,935
Financial & Investor Relations 21,239 27,616 67,744 60,115
Administrative Expenses 170,342 125,195 374,628 563,101
Consulting 49,823 512,273 101,135 1,103,923
Advertising 16,187 138,934 115,902 314,810
Wages and Salaries 328,199 26,938 1,112,064 92,061
---------- ----------- ---------- ----------
Total Expenses $ 947,774 $ 1,108,786 $2,932,893 $3,088,490
---------- ----------- ---------- ----------
Income (Loss) from Operations (323,705) (44,215) (797,937) (5,158)
Other Income(Expenses)
Interest(Expense) (25,591) (14,316) (80,410) (40,381)
Interest Income - 1,033 1,940 4,867
Other Income(Expense) - (29,478) - 15,697
---------- ----------- ---------- ----------
Total Other Income(Expenses) (25,591) (42,761) (78,470) (19,817)
---------- ----------- ---------- ----------
Income Before Taxes (349,296) (86,976) (876,407) (24,975)
Provisions for Income Tax - - 520 5,572
---------- ----------- ---------- ----------
Net Income $(349,296) $ (86,976) $(875,887) $ (19,403)
========== =========== ========== ==========
F-3
For the Three Months Ended For the Nine Months Ended
September 30 September 30
----------------------- ----------------------
2001 2000 2001 2001
---------- ----------- ---------- ----------
Basic Earnings Per Share $ (0.03) $ (0.00) $ (0.08) $ (0.00)
Diluted Earnings Per Share $ (0.03) $ (0.01) $ (0.08) $ (0.00)
Weighted Average Shares Outstanding 10,418,040 10,301,282 10,418,040 10,301,282
Retroactively Restated
Weighted Average Shares & Options
Outstanding 12,191,581 11,273,282 12,191,581 11,273,282
See accompanying summary of accounting principles and notes to consolidated
financial statements.
F-4
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Statements of Cash Flows (Unaudited)
For the Nine Months Ended
September 30
---------------------------
2001 2000
------------- ------------
Cash Flows from Operating Activities
Net Income $ (875,887) $ (19,403)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities;
Depreciation 790,446 427,987
Provisions for Bad Debt 28,770 61,828
Uncollectible Fees Written Off 110,515 -
Stock Issued for Services 20,656 71,550
Change in Operating Assets & Liabilities
(Increase) Decrease in Fees Receivable 20,952 (764,868)
(Increase) Decrease in Prepaid Expenses (4,590) 34,158
(Increase) Decrease in Security Deposits (12,789) (12,049)
(Increase) Decrease in Interest Receivable 1,026 (2,408)
(Increase) Decrease in Employee Receivable (16,244) 9,312
Increase (Decrease) in Accounts Payable (21,516) 241,804
Increase in Software Design - (148,412)
Increase in Accrued Expenses 27,042 (13,471)
Increase in Taxes Payable (3,551) -
(Decrease) Increase in Accrued Interest 12,816 19,092
(Decrease) Increase in Accrued Wages - (9,023)
(Decrease) Increase in Cash in Escrow Restricted - (35,880)
------------- ------------
Net Cash Provided (Used) in Operating Activities $ 77,646 $ (139,783)
------------- ------------
Cash Flows from Investing Activities
Collection of Notes Receivable 500,000 -
Advances of Notes Receivable (63,429) -
Purchase of Fixed Assets (585,756) (176,715)
------------- ------------
Net Cash (Used) in Investing Activities $ (149,185) $ (176,715)
------------- ------------
See accompanying summary of accounting principles and notes to consolidated
financial statements.
F-5
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Statements of Cash Flows (Unaudited)
For the Nine Months Ended
September 30
---------------------------
2001 2000
------------- ------------
Cash Flows from Financing Activities
Increase( Decrease) in Capital Lease Liabilities (34,167) (16,828)
Payment on Long-Term Debt (5,844) -
Increase (Decrease) in Notes Payable 39,792 293,000
Treasury Stock (134,500)
Sale of Common Stock - 64,814
------------- ------------
Net Cash Provided by Financing Activities $ (219) $ 206,486
------------- ------------
Increase (Decrease) in Cash & Cash Equivalents (71,758) (110,012)
Cash & Cash Equivalents at Beginning of Period 164,455 236,184
------------- ------------
Cash & Cash Equivalents at End of Period $ 92,697 $ 126,172
============= ============
Disclosures from Operating Activities:
Interest Expense 80,410 40,381
Taxes - 13,698
See accompanying summary of accounting principles and notes to consolidated
financial statements.
F-6
Global Entertainment Holdings/Equities, Inc.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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 and nine months ended September
30, 2001 and 2000 are not necessarily indicative of the results that may be
expected for the years ended December 31, 2001. 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 10-KSB, 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
SEPTEMBER 30, 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
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 interactive
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 six primary
sources: (i) licensing fees, (ii) royalty fees, (iii) hosting income, (iv)
special projects, (v) bandwidth and (vi) advertising revenues.
IGW's clientele experience higher than normal wagering activity in the fourth
quarter due to popularity in wagering on Professional and Collegiate American
football. However, with the development, licensing and introduction of a broader
array of casino gaming products, and the signing of new licensees, the Company
is striving to balance out revenues during the off season months.
Through research and development in the past five years, the Company identified
the opportunity of offering proprietary software and related services to online
gaming operators and successfully launched its first licensee in mid 1997. The
Company encourages its licensees to target only customers in countries that
regulate online gaming. Currently, there are several countries which support the
online gaming industry through regulation and/or taxation, including; such
nations as Isle of Man (United Kingdom), The Netherlands Antilles, Sweden,
Finland, Australia, Germany, Liechtenstein, Dominica and Antigua and several
other countries.
The top line revenue of the Company is primarily derived from software licensing
and Website services for licensees (including royalties) generated by IGW and
advertising and sponsorship revenues generated by Prevail. The Company's
revenues decreased to $849,299 for the quarter ended September 30, 2001 as
2
compared to $1,211,621 for the quarter ended September 30, 2000, whereas
revenues for the nine months ended September 30, 2001 were $2,649,138 as
compared to $3,299,892 for the nine months ended September 30, 2000. Third
quarter revenues were down for several reasons including i) the unexpected
tragic circumstance of the destruction of the World Trade Center on September
11, 2001 caused sporting events cancellations worldwide for one week during a
time that is one of the highest points of the year ii) decreased economic
activity worldwide, iii) the third quarter, as forecasted for IGW, is cyclically
also a low revenue season of the year, and iv) Prevail's continuation of the
suspension of market activities and therefore a discounting of advertising fees
during its current redevelopment of its web sites.
The Cost of Goods Sold for the three months ended September 30, 2001 were
$225,230 as compared to $147,050 for the same period of 2000, and increased to
$514,182 for the nine months ended September 30, 2001 compared to $216,560 for
the same period in 2000. Operating expenses decreased to $947,774 for the
quarter ended September 30, 2001 compared to $1,108,786 for the third quarter of
the year 2000, and decreased to $2,932,893 for the nine months ended September
30, 2001 as compared to $3,088,490 for the same period in 2000. These changes
were primarily caused by the Company's adoption of modified accounting
procedures. These changes consolidated some of the older accounts in order to
clarify accounting for various components of employees' compensation, and the
capitalization, amortization and depreciation of software development.
Additionally, the total expenses (cost of goods sold plus operating expenses)
for the third quarter were reduced by $82,832 (7%) compared to the same period
of the year 2000, as a result of cost efficiencies implemented by the Company.
These expenses are consistent with the long-term strategic growth plan of the
Company as described in greater detail below.
The Company reported a net operations loss of $323,705 for the quarter ending
September 30, 2001, as compared to a net operations loss of $44,215 for the
quarter ended September 30, 2000. For the nine months ended September 30, 2001,
the Company's net operations loss was $797,937, as compared to a net operations
loss of $5,158 for the nine months ended September 30, 2000. Despite the
unforeseen factors, which impacted the Company during the reporting period, its
performance during the first nine months of the year 2001 is consistent with its
expectations as forecast in that the Company made substantial planned
investments in order to implement its marketing strategy, develop a new, more
saleable, products and services suite, and maintain its technical personnel
staff.
The Company believes its existing products and aggressive marketing strategy
will significantly expand its markets and attract new licensees. Accordingly,
the Company expects IGW licensing revenue to grow as more licensees are acquired
and commence operations. This is expected to result in the realization of
increased revenue growth over time. Additionally, IGW's royalties from existing
licensees' Internet gaming operations are also expected to increase on an annual
basis because these licensees are experiencing increasing revenues.
Prevail expects to re-launch its redeveloped web sites in December 2001 and
begin to ramp up thereafter toward restoring its full operations. The Company is
still considering the sale of Prevail.
3
The Company expects to show a profit as a result of its operations in the fourth
quarter of 2001, but expects to have negative income for the full year ending
2001.
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. As
to the note receivable the licensee has paid $450,000 in principal year to date.
As to the royalty, although the monthly royalty rate to this licensee was
decreased on January 1, 2001, and again on October 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 its 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 above account receivable conversion, the Company's total
accounts receivable as of September 30, 2001, were $395,848 as compared to
$556,085 as of December 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 and other
efforts, the average period of collection substantially decreased to 42 days as
of September 30, 2001, as compared to 61 days as of June 30, 2001, and as
compared to 75 days as of March 31, 2001. The Company is further committed to
reducing the aging to a conventional 30-day period.
The working capital substantially increased to $142,219 as of September 30,
2001, from a negative $218,813 as of December 31, 2000, a net improvement of
$361,032 due to the account receivables conversion described above, and the
successful restructuring of $527,275 short term notes payable as long term debt.
Net cash was provided by operating activities in the amount of $77,646 for the
nine months ended September 30, 2001 as compared to net cash being used by those
operating activities in the amount of $139,783 for the same period ending
September 30, 2000. Thus, the net income loss of $875,887 for the nine months
ended September 30, 2001 consisted primarily of $950,387 in accrued non-cash
expenses, leaving $74,500 as the net cash gain from operations.
Net cash used for investing activities was $149,185 for the nine months ended
September 30, 2001, as compared to $176,715 for the same period of 2000. During
the nine months ended September 30, 2001, the Company collected $450,000 for
prior services rendered to an IGW software licensee, payment of which is secured
by a note receivable. The receipt of such funds not only enabled the Company to
4
make a substantial investment in the purchase of fixed assets (331% more than
the same period last year) but also enabled the Company to support itself from
internally generated funds (net cash used for financing activities was only $219
for the nine months ending September 30, 2001), and the Company is expected to
continue to do so hereafter. 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 through its strategic plan.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 17, 2001 the Company conducted its annual shareholder meeting, at the
Orange Tree Country Club, in Scottsdale, Arizona. The following matters were
voted upon at the meeting.
PROPOSAL NO. 1: Election of the Board of Directors until the next Annual
Shareholders Meeting. The number of votes cast for each
nominee was sufficient for all to be elected. Although
nominated for reelection as director, David Wintroub declined
to stand due to his pursuit of other business matters.
BROKER
FOR AGAINST WITHHELD NON-VOTES
--- ------- -------- ---------
Bryan Abboud 8,958,624 0 200 1,472,216
Donald J. Lisa 8,933,862 21,512 3,450 1,472,216
Thomas Glaza 8,939,862 0 18,962 1,472,216
PROPOSAL NO. 2: Ratification of the employment of Clyde Bailey, P.C. as the
Company's independent auditor for the fiscal year ending
December 31, 2001. The number of votes required for this
proposal to pass was 5,341,269 and, as the total number of
votes cast for this proposal was 8,958,824, the proposal
passed.
BROKER
FOR AGAINST WITHHELD NON-VOTES
--- ------- -------- ---------
8,939,862 200 18,762 1,472,216
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
5
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
November 14, 2001
6
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
7