US SECURITIES & EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-QSB
Quarterly Report pursuant to Section 13 or 15D of the Securities
Exchange Act of 1934 for the Quarterly Period Ended September 30, 2002.
Commission File Number 0 - 27637
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Colorado 48-0811483
(State or other jurisdiction of (IRS Employer ID Number)
Incorporation or organization)
501 Brickell Key Drive, Suite 603, Miami, Florida 33131
(Issuer's Address)
(Issuer's Telephone Number) (305) 374-2036
Check whether the Issuer (1) filed all reports required to be filed under
Section 13 or 15(d) of the Exchange Act during the last twelve months (or for
such period that the registrant was required to file reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes (X) No ( )
As of September 30, 2002, there were 10,375,776 outstanding shares of the
issuers' common stock, par value $0.001.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION...............................................3
ITEM I. Financial Statements...........................................3
Consolidated Unaudited Financial Statements..........................F-1
Notes to Financial Statements........................................F-5
ITEM 2. Management's Discussion and Analysis or Plan of Operation.....4
General Background of the Company......................................4
Results of Operations..................................................4
Liquidity and Capital Resources........................................6
ITEM 3. Controls & Procedures...........................................7
PART II - OTHER INFORMATION..................................................8
ITEM 6. Exhibits and Reports on Form 8-K...............................8
SIGNATURES.............................................................9
CERTIFICATIONS........................................................10
2
PART 1 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,
2002 and statements of operations and statements of cash flows for the interim
period up to the date of such balance sheets and the comparable period for the
preceding period are attached hereto beginning on page F-1 and are incorporated
herein by this reference.
The consolidated financial statements 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 the
operations for the three-month and nine-month period ended September 30, 2002
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, 2001.
3
Consolidated Balance Sheets
September 30, 2002 (Unaudited) and December 31, 2001
September 30, 2002 December 31, 2001
------------------- -------------------
(Unaudited) (Audited)
------------------- -------------------
ASSETS
Current Assets:
Cash 15,281 189,091
Accounts receivable 492,767 1,401,285
Prepayments 65,513 33,525
Other Receivables & Prepayments 14,826
Short Term Notes Receivable 1,204,817 644,303
--------- ----------
Total current assets 1,793,204 2,268,204
Property & Equipment
Proprietary Software - Net 1,086,898 1,115,465
Other Software - Net 116,035 94,996
Office Improvements - Net 13,874 22,198
Computer Equipment - Net 355,437 220,147
Furniture & Fixtures - Net 59,357 67,570
--------- ---------
Total Property & Equipment 1,631,601 1,520,376
Long Term assets-Note receivable 116,387 453,669
Other Assets
Security Deposit 81,203 63,076
Software Design & Development-Net 15,730 41,764
-------- ---------
Total Other Assets 96,933 104,840
Total Assets 3,638,125 4,347,089
========= =========
F-1
LIABILITIES & STOCKHOLDERS' EQUITY
September 30, 2002 December 31, 2001
------------------ ------------------
Current Liabilities
Accounts Payable 327,490 367,286
Credit card payable 120,030
Deferred Revenue 78,775
Payroll Liabilities 17,007 21,549
Current Portion-Note Payable 604,992 937,369
Line of Credit 44,852
Income Tax payable 71,603 62,583
Amount due Employees 6,719
-------- --------
Total Current Liabilities 1,226,616 1,433,639
--------- ---------
Long Term Liabilities-Note Payable 0 143,422
--------- ---------
Total Liabilities 1,226,616 1,577,061
Stockholders' Equity
Preferred Stock: 25,000,000 Shares Authorized at
$.001 Par Value, None Issued 0 0
Common Stock: 100,000,000 Shares Authorized Par
Value of $.001; 10,375,776 & 10,415,772 Shares 10,376 10,682
Issued and Outstanding Respectively
Retroactively Restated
Paid in Capital 3,231,618 3,228,656
Retained Earnings (Deficit) -383,185 -22,010
Treasury Stock, at Cost -447,300 -447,300
Equity 2,411,509 2,770,028
---------- ----------
Total Liabilities & Equity 3,638,125 4,347,089
F-2
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 2002 September 30, 2001 September 30, 2002 September 30, 2001
Revenues
Royalties 948,623 576,816 2,832,580 1,929,564
Licensing 114,500 15,000 209,500 50,000
Marketing 295,836 52,289 678,846 175,938
Prevail 23,500 63,575 53,450 136,776
Other 80,451 141,619 280,633 356,860
--------- --------- ---------- ---------
Total Revenues 1,462,910 849,299 4,055,009 2,649,138
--------- --------- ---------- ---------
Cost of Sales
Royalties 73,461 95,277 283,001 95,277
Marketing 258,178 38,613 599,009 124,589
Prevail Expenses 0 -215 4,755 22,215
Other 78,751 91,555 263,854 272,101
------- ------- -------- -------
Total cost of Sales 410,390 225,230 1,150,619 514,182
Gross Profit 1,052,520 624,069 2,904,390 2,134,956
Operating Expenses
Personnel costs 568,112 328,199 1,473,778 1,112,064
Advertising & Marketing 45,020 37,426 129,770 183,646
Bad Debts 0 57,521 76,074 139,285
Rent 41,674 26,697 125,359 94,750
Supplies 14,039 21,489 74,035 46,418
Communications 31,231 31,306 77,678 74,140
Professional services 107,809 53,251 246,687 126,505
Utilities 25,738 24,730 54,192 68,317
Insurance 21,260 13,093 45,432 35,371
Finance costs 5,854 4,770 15,236 14,636
Other 20,544 78,737 74,496 246,005
-------- -------- --------- ---------
Total Expenses 881,281 677,219 2,392,737 2,141,137
EBITDA 171,239 -53,150 511,653 -6,181
Other Income -61,781 -30,136
Interest 13,263 25,591 64,908 78,740
Taxes 1,128 15,449 520
Depreciation & 208,364 270,555 822,606 790,446
Amortization ------- ------- ------- -------
Total Interest, taxes 160,974 296,146 872,827 869,706
& Depreciation
Net Profit 10,265 -349,296 -361,174 -875,887
Basic Earnings Per Share 0.001 -0.034 -0.035 -0.084
Diluted Earnings per share 0.001 -0.029 -0.030 -0.072
Weighted Average Shares
Outstanding 10,375,776 10,418,040 10,375,776 10,418,040
Weighted Average Shares 12,189,163 12,191,581 12,189,163 12,191,581
(Fully diluted taking into account options)
F-3
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC & SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
Nine Months Ended: September 30, 2002 September 30, 2001
------------------ ------------------
Cash Flows from Operating Activities
Net Income (Loss) -361,174 -875,887
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided (Used) to Operating Activities:
Depreciation & Amortization 822,606 790,446
Write off Uncollectible Fees Receivable 76,074 110,515
Stock issued for services 20,656
Provisions for Bad Debt 28,770
Change in Operating Assets & Liabilities
(Increase) Decrease in Fees Receivable 858,203 20,952
(Increase) Decrease in Prepaid Expenses -40,764 -4,590
(Increase) Decrease in Employee Receivable 15,493 -16,244
(Increase) Decrease in Accrued Income 0
(Increase) Decrease in Interest Receivable 0 1,026
(Increase) Decrease in Notes Receivable S.T. -601,099 -63,429
(Increase) Decrease in Notes Receivable L.T. 337,282 500,000
(Increase) Decrease in Security Deposits -18,127 -12,789
(Decrease) Increase in Accounts Payable 80,234 -21,516
(Decrease) Increase in Payroll Liabilities -4,542
(Decrease) Increase in Customer Deposits 78,775
(Decrease) Increase in Accrued Wages/Expenses 0 27,042
(Decrease) Increase in Accrued Interest 0 12,816
(Decrease) Increase in Taxes Payable 25,687 -3,551
Net Cash Provided (Used in) to Operating Activities 1,268,648 514,217
Cash Flows from Investing Activities
Purchase of Fixed Assets -907,797 -585,756
Net Cash (Used) in Investing Activities -907,797 -585,756
Cash Flows from Financing Activities
Increase( Decrease) in Capital Lease Liabilities -34,167
Increase (Decrease) in Notes Payable -520,651 33,948
Contributed Capital -14,010
Net Cash Provided (Used) by Financing Activities -534,661 -219
Increase (Decrease) in Cash & Cash Equivalents -173,810 -71,758
Cash & Cash Equivalents at Beginning of Period 189,091 164,455
Cash & Cash Equivalents at End of Period 15,281 92,697
Supplemental Information
Interest Paid
For the Three months ended September 30, 2002, interest paid was $13,263. For
the Nine months ended September 30, 2002, interest paid was $64,908
F-4
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
(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
Amendments 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 Company 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, 2002 and 2001 are not necessarily indicative of the results that may be, or
may have been expected for the years ended December 31, 2002 and 2001. The
December 31, 2001 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.
F-5
Shares of common stock issued by the Company for other than cash have been
assigned an 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.
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.
NOTE 4 - COST OF ROYALTIES
Royalty costs are allocated to Royalty Sales in Cost of Sales based on the
licensing fees paid for software as well as an allocation of Application
Development Time to maintain royalty arrangements with existing clients.
F-6
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 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.
General Background of the Company
The Company generates operating revenues exclusively from its wholly owned
subsidiaries, IGW and Prevail. IGW and Prevail currently generate revenues from
three (3) primary sources:
(i) Licensing fees,
(ii) Royalties and advertising fees, and
(iii) Marketing service fees.
The Company intends to implement its business strategy by:
(1) Continuing to enhance and improve its technology;
(2) Seeking sales with unidentified companies that
(a) Are in the Internet/Technology/Software based industries,
(b) Are financially stable, and (c) Have a seasoned management team.
(3) Developing brand name recognition through marketing.
Results of Operations
Revenues for the quarter ended September 30, 2002 increased 72% to $1,462,910 as
compared to $849,299 for the quarter ended September 30, 2001.
Revenues for the nine months ended September 30, 2002 increased 53% to
$4,055,009 compared to $2,649,138 for the nine months ended September 30, 2001.
4
The reasons for the increase in quarterly revenues are threefold:
1. royalty revenue increased 64% from $576,816 to $948,623
2. marketing services activities increased substantially from $52,289
to $295,836 and
3. software licensing fees increased from $15,000 to $114,500.
The Company announced several new customer relationships during the quarter
including the following:
o In July, 2002, IGW's new horse betting software was released at
betgameday.com.
o In July, 2002, a new licensing relationship was announced with
Global Internet Corporation (GIC) to provide an on line casino,
sports book, horse book and a call center.
o In September 2002, a new licensing relationship with Teltrade
International NV to launch an on line casino site at
CasinoClubVegas.com, providing single access to an on line casino
and sports book.
Prevail continues to re-position its business model, moving away from purchasing
pay-per-click traffic which is no longer cost efficient. The sites are still
being redesigned and optimized for search engine positioning. It is unknown how
this positioning will affect the Company.
Cost of goods sold for the three months ended September 30, 2002 were $410,390
compared to $225,230 for the three months ended September 30, 2001. This
increase of $185,160, or 82%, is in line with the revenue growth the Company is
experiencing. Cost of goods sold for the nine months ended September 30, 2002
were $2,904,390 compared to $2,134,956 for the nine months ended September 30,
2001. This increase of $769,434 or 36% also follows the growth pattern of the
Company.
Operating expenses for the three months ended September 30, 2002 were $881,281
compared to $677,219 for the three months ended September 30, 2001. This
increase of $204,062 or 30% is well within line with the overall revenue
increase of 72% between the two quarters. Most of this increase is due to an
increase in personnel costs of 73% from $328,199 for the three months ended
September 30, 2001 to $568,112 for the three months ended September 30, 2002.
However, for the nine months ended September 30, 2002, personnel costs were
$1,473, 778 compared to $1,112,064 for the nine months ended September 30, 2001,
an increase of 33%, well below the overall increase in revenues of 53%. Overall,
the number of employees increased from 31 in the third quarter of 2001 to 46 in
the third quarter of 2002, a 48% increase.
Professional costs for the three months ended September 30, 2002, were $107,809,
compared to $3,428 for the three months ended September 30, 2001. The increase
is due to a variety of reasons. The Company engaged new litigation counsel in
the third quarter, which has required more to bring them up to speed. The
Company also required legal advice in reference to a dispute with a group of
shareholders who attempted to improperly call a special shareholder meeting in
an attempt to secure a change in the composition of the Board.
Earnings before Interest, Taxes, Depreciation & Amortization (EBITDA) increased
to a positive $171,239 for the quarter ended September 30, 2002 from a net loss
of $53,150 for the quarter ended September 30, 2001, a significant increase of
$224,389.
5
EBITDA for the nine months ended September 30, 2002 increased to a positive
$511,653 from a net loss of $6,181 for the nine months ended September 30, 2001,
an increase of $517,834.
The Company made a net profit of $10,265 for the third quarter ended September
30, 2002 compared to a net loss of $349,296 for the quarter ended September 30,
2001, an increase of $359,561. The quarter ended September 30, 2002 was the
Company's first profitable quarter for 2002.
For the nine months ended September 30, 2002, the Company's net loss also
improved, to $361,174 from a net loss of $ 875,887 for the nine months ended
September 30, 2001, an improvement of $514,713 or 59%.
The Company believes its existing products and aggressive marketing strategy
will continue to expand its markets and attract new licensees.
The Company expects IGW licensing revenue growth to expand as more new operators
are established. Additionally, IGW's royalties from existing Licensees' are
expected to continue to increase.
Liquidity & Capital Resources
Cash Balances
Although the cash balance as of September 30, 2002 is $15,281, compared to
$189,091 on December 31, 2001, the ratio of current assets to current
liabilities as of September 30, 2002 remains relatively consistent at 1.48
compared to 1.58 as of December 31,2001. The Company actively manages its
accounts receivables and payables and has been able to continue operations
without increasing debt. Cash balances do fluctuate, particularly with the
seasonality of the business. Typically, as sports seasons go into high gear in
the third quarter, a disproportionate amount of cash flow is generated late in
the third quarter and early in the fourth quarter. The balance as of September
30, 2002 is just after the Company had settled its monthly obligations.
Cash flows from operations have been sufficient to finance the company's
activities, although liquidity has been tight as certain debts have become due
and been redeemed (see notes payable below). Although the Company has
historically been able to finance operations through internal operations and
private debt financing, as more of this debt becomes due, it may be necessary to
seek external funding..
Short term notes receivable
Short term notes receivable increased from $644,303 on December 31, 2001 to
$1,204, 817 on September 30, 2002. The increase is mainly due to the
re-classification of trade receivables for IGW's largest customer into short
term notes receivable ($649,000) and long term notes receivable ($116,000).
Long term notes receivable
Long term notes receivable decreased from $453,669 at December 31, 2001 to
$116,387 at September 30, 2002. The decrease is due to the timely re-payment
from IGW's largest client at the rate of $50,000 per month (see explanation
above).
6
For the first nine months of 2002, the Company eliminated $520,651 of borrowings
without replacing these borrowings with new debt. The Company continues to
explore different sources of capital to help meet the challenges presented by
the seasonality of the business, as well as to support future growth.
The majority of the receivables are from operating licensees, who have a 30-day
term agreement for royalties.
Three licensees accounted for 58% of IGW Royalty in the third quarter. Recently,
$765,000 of the indebtedness from one of these licensees was converted to a note
receivable, which is being paid in a timely fashion.
Current Portion Notes Payable
Current portion of notes payable decreased from $937,369 on December 31, 2002 to
$604,992 on September 30, 2002. This is due to the fact that the loans of seven
debt-holders totaling $208,614 were repaid in full. A further $267,000 was also
partially redeemed with other debt holders during the period.
Net cash provided by operating activities for the nine months ended September
30, 2002 increased to $1,268,648, compared to net cash provided by operating
activities for the nine months ended September 30, 2001 of $514,217. This
increase is primarily due to an overall reduction in accounts receivable, broken
down as follows:
Decrease in account receivable 858,203
Increase in short term note receivable (601,099)
Decrease in long term note receivable 337,282
--------
Total Decrease in Account Receivable $594,386
The increase in net cash provided by operating activities enabled the Company to
internally increase its investment in fixed assets.
Fixed Assets
Investment in fixed assets for the nine months ended September 30, 2002, totaled
$907,797, as compared to $585,756 for the first nine months of 2001, an increase
of $322,041 or 55%. This increase can be classified as follows:
Capitalization of proprietary Software $500,502
Purchase of computer Equipment $324,285
Purchases of furniture $35,682
--------
Total $907,797
ITEM 3. Controls and Procedures.
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its
7
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company conducted its evaluation.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS & REPORTS ON FORM 8-K
1. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 14 of this Form
10-QSB, which is incorporated herein by reference.
2. A Form 8-K was filed on September 25, 2002 to report an amendment
to the Company's bylaws.
8
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.
Jonathan Shatz
/s/ Jonathan Shatz
- ---------------------------------
Jonathan Shatz, CFO
November 8, 2002
9
CERTIFICATIONS
Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of Global Entertainment
Holdings/Equities, Inc. (the "Company") on Form 10- QSB for the quarter ended
September 30, 2002 (the "Report"), as filed with the Securities and Exchange
Commission, on the date hereof (the "Report), the undersigned, Bryan Abboud,
Chief Executive Officer of the Company, hereby certifies, pursuant to 18 USC
1350, as adopted pursuant to 18 U.S.C, Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Bryan Abboud
Dated: November 8, 2002 _________________________
Bryan Abboud
Chief Executive Officer
10
CERTIFICATIONS
I, Bryan Abboud, Chief Executive Officer of
Global Entertainment Holdings/Equities, Inc.(the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002
/s/ Bryan Abboud
- -------------------------------
Bryan Abboud, Chief Executive Officer
11
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-QSB of Global
Entertainment Holdings/Equities, Inc. (the "Company") for the period ended
September 30, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), the undersigned, Jonathan Shatz, Chief Financial
Officer of the Company, hereby certifies, pursuant to 18 U.S.C. section 1350,
that:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Jonathan Shatz
Dated: November 8, 2002 ______________________________
Jonathan Shatz
Chief Financial Officer
12
CERTIFICATIONS
I, Jonathan Shatz, Chief Financial Officer of
Global Entertainment Holdings/Equities, Inc.(the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002
/s/ Jonathan Shatz
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Jonathan Shatz, Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3.1 * Articles of Incorporation.
3.2 * Bylaws.
*Exhibits marked with an asterisk have been filed previously with the Commission
and are incorporated herein by reference.
14