Document/Exhibit Description Pages Size
1: 10KSB Annual Report 54 230K
2: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
3: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
4: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
5: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to __________________
Commission file number: 000-27637
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 Identification No.)
incorporation or organization)
703 Waterford Way Ste 690, Miami FL 33126
------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (305) 374-2036
Name of each exchange on which registered:
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value per share
(Title of class)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) for the Exchange Act. [ ]
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10KSB. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Issuer's revenues for its most recent fiscal year: $4,235,977
Aggregate market value of voting stock held by non-affiliates of the issuer
computed by reference to the price at which such stock was sold on March 2, 2006
was: $1,083,867.
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 2, 2006 was 7,535,256 shares of common stock.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2
Global Entertainment Holdings/Equities, Inc.
Index to Annual
Report on Form 10-KSB
For The Year Ended December 31, 2005
Page
----
PART I.
ITEM 1. DESCRIPTION OF BUSINESS............................................4
ITEM 2. DESCRIPTION OF PROPERTY............................................9
ITEM 3. LEGAL PROCEEDINGS..................................................9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................9
PART II.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES........10
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS........13
ITEM 7. FINANCIAL STATEMENTS..............................................22
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE........................................22
ITEM 8A. CONTROLS AND PROCEDURES...........................................22
ITEM 8B. OTHER INFORMATION.................................................22
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ..............23
ITEM 10. EXECUTIVE COMPENSATION............................................27
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS..................29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................31
ITEM 13. EXHIBITS..........................................................31
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES............................31
SIGNATURES...................................................................33
31.1 CERTIFICATIONS
32.1 CERTIFICATIONS
3
PART I
Introductory Statement
----------------------
All statements contained herein that are not historical facts, including but not
limited to, statements regarding the Company's current business strategy, the
Company's projected sources and uses of cash, and the Company's plans for future
development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance our business plans on terms
satisfactory to us; competitive factors; changes in labor, equipment and capital
costs; changes in regulations affecting our business; future acquisitions or
strategic partnerships; general business and economic conditions; and factors
described from time to time in the reports filed by us with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on any
such forward-looking statements, which statements are made pursuant to the
Private Litigation Reform Act of 1995 and, as a result, are pertinent only as of
the date made.
As used herein, the terms "we", "us", "our", "the Company" and "Global" mean
Global Entertainment Holdings/Equities, Inc. and our wholly-owned subsidiaries,
unless otherwise indicated.
ITEM 1. DESCRIPTION OF BUSINESS
OVERVIEW
We provide business development support and administrative assistance for
technology-driven subsidiaries that license, develop and host interactive
digital entertainment software applications. Currently our product line is
focused on the online gaming sector. Our services are technology based only. We
do not manage, operate or own any gaming or wagering activities or entities.
We were incorporated on July 10, 1997, in Colorado using the name Masadi
Resources, Inc. On February 10, 1998, we changed the name to International
Beverage Corporation. Under a merger agreement dated August 27, 1998,
International Beverage Corporation merged with and adopted the name of, Global
Entertainment Holdings/Equities, Inc.
IGW Software, N.V.,("IGW")our wholly owned subsidiary, a Netherlands Antilles
corporation, is engaged in the development, licensing and hosting of proprietary
Interactive gaming software. IGW derives its revenues from software licensing
fees, hosting services and consulting services.
Prevail Online, Inc., ("Prevail") our wholly owned subsidiary, a Colorado
corporation, is currently inactive and has no revenues.
IGW was acquired through a stock purchase on June 30, 1998; Prevail was acquired
through a stock and cash purchase on August 20, 1999.
4
PRODUCTS
The team at IGW has been developing and supporting gaming software since 1996.
We have created a suite of products to offer our licensees better risk
management, ease of use and a back office product that simplifies player and
gaming oversight. Our software offers a fully automated online entertainment
experience for the licensee's player. Our online Sportsbook, Racebook and Casino
software systems are complemented by profitability enhancement tools, such as
the loyalty program and the bet ticker.
All software products are integrated, enabling players to use a single-wallet to
access all of an operator's products seamlessly. This integrated feature results
in higher revenues for our licensees by giving players easier access to a larger
variety of activities. We continuously enhance and add new products to our
software. Our commitment to product expansion and enhancement attempts to assure
our licensees of new avenues for revenue growth.
Sportsbook
The IGW Sportsbook offers players a multitude of wagering options and
activities. Players can customize their experience by selecting favorite team
tracking and preferred betting styles, creating a personalized wagering
environment. The preference-based odds display allows players from the United
Kingdom to see the price in the format they are used to, while still providing
non-UK players the lines in their traditional format. Our flexibility and
feature rich software has resulted in numerous awards for us and our licensees,
including Top Sportsbook Software and Best Affiliate Program in 2004 from
Gambling Online Magazine.
Racebook
IGW's Racebook software is set up to take wagers on over 120 thoroughbred racing
tracks and over 30 harness racing tracks. The easy to use wagering interface
provides top security and one step login. This product has all the variety and
features expected from an international Racebook, providing appeal to almost any
community of players. The wagering options include win-place-shows, exactas,
trifectas and exotics.
5
Casino
The IGW Casino includes slots, lottery-style games, video poker and virtual
table games, such as blackjack, craps and roulette, all powered by Java and
Flash interfaces. The Casinos are rich in graphics, sound and animation. These
products offer players a high level of online gaming entertainment without the
need to download and install software applications. Our high level of
multi-layered secure software design and proprietary encryption provide a
significant level of fraud prevention for the operator. Additionally, we provide
tools to monitor the casino floor and player activity in real time, granting our
licensees the ability to monitor activities on their sites.
Wireless Access
In partnership with Phantom Fiber, Inc., in 2005 we have deployed a wireless
access framework for real time wagering on handheld devices, such as mobile
cellphones. Employing client-server architecture and proprietary technology
developed by Phantom Fiber, our wireless product delivers crystal clear
presentation screens, high performance and responsiveness. Licensees receive
additional benefits from this product, as they can reach their players by
extending player access along with no separate player accounts are required -
this system communicates directly with existing account management and game
server systems in our sophisticated platform management system.
Poker
In partnership with a third party, we offer our licensees interactive poker
gaming for their players. This development enables Licensees to tap into our
industry's most dynamic growth product today, online poker.
Loyalty Program
We have developed a program to assist operators in tracking and compensating
players for their loyalty to the website. Players can receive gift certificates,
airline tickets and other merchandise rewards by converting earned points at
their request. Our software tracks the earnings and conversion transactions to
facilitate administration of a rewards program.
Risk Management Tools
The new risk management tools include the Bet Ticker(C) and player profiling
providing the operator an edge. The Bet Ticker(C) allows real time monitoring of
betting action. Based upon preset configurations, the software enables a greater
breadth of risk assessment while reducing staff costs. This results in the
ability to increase overall hold percentage at a lower cost. IGW's Event
Creation Wizard guides the licensee through the event creation process based on
their unique bookmaking philosophy. This level of control enables the bookmaker
to drive up the hold percentage by reducing exposure without exorbitant
personnel overhead needed to monitor conventional systems.
Services
Aside from our award winning software products, we offer several service
activities to assist the operators in a profitable endeavor. These include the
following:
- Hosting Services. We have operated an ISP/ASP in a controlled
co-location facility in the Netherlands Antilles. Our hosting services
are designed to offer a high degree of scalability, performance and
fault tolerance in order to keep the software systems fast and
available twenty four hours per day and seven days per week.
6
- Professional Services. We assist operators in understanding the gaming
market, how best to design websites and how to leverage the IGW line of
products to ensure success.
- Custom Software Development. Research and development of new
functionality, enhancements and new games at the request of operators.
We can custom develop practically any application to meet defined
specifications.
NEW PRODUCT OFFERINGS
During 2004 and 2005, we focused our energy on designing and developing our next
generation enterprise-class gaming and wagering platform, "Elements" (previously
referred to as Tyche). This software rewrite is designed to take advantage of
21st century development methodologies and will enable our licensees to manage
their business more effectively and efficiently.
The Elements software is composed of the following modules in these four
categories:
- Profitability Enhancement Tools
Risk Manager
Marketing Manager
Loyalty Program
Ecommerce Manager
- Event Wagering
Sportsbook
Racebook
- Gaming
Casino
- Administrative Management System
Flexbuild
Event Manager
Customer Service Manager
Gaming Manager
Phone Wagering Manager
Information Manager
We anticipate the release of Elements to begin in the second quarter of 2006. We
expected to have an Elements release in Q4 of 2005. We were not able to meet
this deliverable schedule as anticipated and this has had an unfavorable impact
on our reputation and projected revenues. We have employed additional resources
to assist in development and project management to support a more reliable
delivery schedule.
COMPETITION
We estimate that there are a dozen significant competitors. A few of the
competitors are publicly held corporations, but are foreign based. Information
gleaned from publicly available filings indicates positive results of both sales
and profits for a majority of those competitors. Overall, we continue to observe
consolidation in the industry as companies position themselves for the benefit
of economies of scale. We do not have any immediate plans to participate in the
industry consolidation.
7
ECONOMIC DEPENDENCIES
Prior to August 1, 2004, we received a substantial portion of our revenues from
two customers. These two customers represented 98% of our 2004 revenues.
Effective August 1, 2004, one of these licensees, which accounted for 8.3% of
our revenues, ceased using our software. Management has evaluated the impact of
the loss of this licensee and determined that it will not have a materially
adverse impact on our financial position. The loss of the remaining licensee,
who accounts for substantially all of our income, would jeopardize our ability
to continue as a going concern.
REGULATORY ENVIRONMENT
We are suppliers of software and hosting services to the internet gaming
industry, but we do not manage, operate or own any gaming or wagering activity
or entity. We have entered into licensing agreements with users of our software
who are involved in internet gaming. Some governmental jurisdictions, by example
the United Kingdom and the Netherlands Antilles, have adopted legislation to
regulate internet gaming. Other governmental jurisdictions have adopted
legislation to prohibit internet gaming. The uncertainty surrounding the
regulation or the prohibition of internet gaming could have a material adverse
effect on our business, revenues, operating results and financial condition.
Online wagering is viewed by some U.S. government agencies as illegal. Although
we do not conduct any online wagering, there is a risk that criminal or civil
proceedings could be initiated in the United States or other jurisdictions
against the Company and/or our employees, and such proceedings could involve
substantial litigation expenses, penalties, fines, diversion of the attention of
key executives, injunctions or other prohibitions being invoked against us
and/or our employees. Such proceedings could have a material adverse effect on
our business, revenues, operating results and financial condition.
All licensees who utilize our software are located in a foreign jurisdiction and
have obtained internet gaming licenses as required by the jurisdiction in which
they operate.
The World Trade Organization ("WTO") has held that the position Antigua argued
claiming that the United States, through both federal and state laws, breached
the general agreement on trade and services by placing restrictions on internet
gambling, is correct. The WTO has given the US until April 3, 2006 to comply
with its ruling that the US must remove trade restrictions imposed on Antigua's
egaming industry. This may result in greater access to U.S. markets by our
licensees.
RESEARCH AND DEVELOPMENT - SOFTWARE CAPITALIZED COSTS
We follow the guidance provided in Statement of Financial Accounting Standards
No. 86 "Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed" ("SFAS No. 86") regarding the accounting for the costs of
developing our products. Purchased software (i.e., software acquired from a
third party) is recorded at the lower of acquisition cost or net realizable
value. We develop software for licensing to our customers and capitalize
software development costs when technological feasibility has been established.
Technological feasibility generally occurs at the time a detailed plan is
available and programming of the software code may begin. Software development
costs that qualify for capitalization include the salaries and benefits of the
8
software engineers assigned to the projects, other direct and indirect costs
associated with those salaries and benefits, internal and external quality
assurance testing costs and the costs of outsourced development activities and
independent product testing and certification labs. Software development costs
not qualifying for capitalization are expensed and classified as maintenance
expense in the cost of revenue. Product development expense and the
capitalization rate will fluctuate from period to period depending upon the
number and status of software development projects that are in process and the
related number of people assigned to those projects. Impairment will be
recognized in the period when impairment is deemed by management to have
occurred (see note 3 to the audited financial statements).
We invested $1,361,454 and $433,704 in 2005 and 2004 on development/enhancements
of our software products. The increase in development/enhancements in 2005
resulted from our focus on our next generation platform, Elements.
EMPLOYEES
As of December 31, 2005, we had 26 full time employees. Management believes our
relations are good with our employees and does not anticipate any labor relation
issues. None of our employees are covered by collective bargaining agreements.
ITEM 2. DESCRIPTION OF PROPERTY
Our subsidiary, IGW, leases 200 square feet of office space on a quarterly basis
in Curacao, Netherlands Antilles, along with secured facilities within a server
hosting farm for our telecommunication equipment in a separate facility in
Curacao. The office space lease commenced February 1, 2005 and is automatically
renewed each three month period, at a cost of $300 per month. Our server
facility lease commenced on July 15, 2003 for an initial three year period with
one year automatic renewals thereafter. The monthly recurring fee on the server
facility lease is $7,045.
Our corporate offices are located at 703 Waterford Way, Miami, Florida. We
currently lease 7,074 square feet of office space under an initial five year
lease ending July 13, 2008, at a monthly minimum base lease rate of $11,495. At
inception of the lease, we obtained a rent holiday equivalent to three months of
rent which is being amortized over the life of the lease.
ITEM 3. LEGAL PROCEEDINGS
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
9
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Prior to September 9, 1998, our common stock was traded on the over the counter
Bulletin Board (OTCBB) market under the symbol "IBVC". From September 10, 1998
to the present, our common stock is trading on the OTCBB under the symbol
"GAMM".
The following table sets forth the range of high and low closing bid prices for
each period indicated as reported by the National Association of Securities
Dealers composite feed or other qualified interdealer quotation medium. The
quotations provided reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
Price Range for Common Stock
----------------------------
YEAR 2005 High Low
-------- --------
First Quarter $0.20 $0.09
Second Quarter 0.47 0.11
Third Quarter 0.50 0.12
Fourth Quarter 0.42 0.32
YEAR 2004 High Low
-------- --------
First Quarter $0.50 $0.06
Second Quarter 0.20 0.15
Third Quarter 0.15 0.09
Fourth Quarter 0.20 0.09
Since our shares began trading on the OTC Bulletin Board in 1998, the prices for
our shares have fluctuated widely. There may be many factors which may explain
these variations, but we believe that the following are some of these factors:
o the demand for our common stock;
o the number of shares available to the general public;
o the number of market makers for our common stock;
o developments in the market for gaming software developers; and
o changes in the performance of the stock market in general.
In recent years, the stock market has experienced extreme price and volume
fluctuations that have had a substantial effect on the market prices for many
Internet and emerging growth companies such as ours, which may be unrelated to
the operating performances of the specific companies.
10
Certain companies that have experienced volatility in the market price of their
stock have been the object of securities class action litigation. If we become
the object of securities class action litigation, it could result in substantial
costs and a diversion of our management's attention and resources and have an
adverse effect on our business, financial condition and results of operations.
In addition, holders of shares of our common stock could suffer substantial
losses as a result of fluctuations and declines in the stock price.
There are approximately 117 holders of record, additionally; we estimate that
about 200 holders owned our common stock either of record or through a broker,
bank or other nominee as of December 31, 2005.
The trading of our shares is subject to limitations set forth in Rule 15g-9 of
the Securities Exchange Act. This rule imposes sales practice requirements on
broker-dealers who sell so-called penny stocks to persons other than established
customers, accredited investors or institutional investors. Accredited investors
are generally defined to include individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with their
spouses during the previous two years and expected annual income of that amount
during the current year. For sales of shares to other persons, broker-dealers
must make special suitability determinations, and obtain the written consent of
the purchaser to the sale prior to consummating the sale and are generally
prohibited from making cold-calls or other unsolicited inquiries to purchasers
without complying with these rules. These rules may adversely affect the ability
of broker-dealers and others to sell our shares or to sell shares in the
secondary market.
No cash dividends have been declared to date on our common stock. We expect that
all earnings, if any, will be retained to finance the growth of our Company and
that no cash dividends will be paid for the foreseeable future.
EQUITY COMPENSATION PLAN INFORMATION
------------------------------------
[Enlarge/Download Table]
Number of Weighted- Number of securities
securities to be average exercise remaining available for
issued upon price of future issuance under
exercise of outstanding equity compensation
outstanding options, plans (excluding
options, warrants warrants and securities reflected in
Plan Category and rights rights column (a))
------------------------------------------------------------------------------------------------------------
(a) (b) (c)
------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by 0 n/a 0
security holders
------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved by 1,390,524 $0.31 0
security holders
------------------------------------------------------------------------------------------------------------
Total 1,390,524 $0.31 0
------------------------------------------------------------------------------------------------------------
Description of Equity Compensation
During the past several years, employees of the Company have been granted
options to acquire shares of the Company's common stock. Options issued prior to
2002 were not set forth in a formal stock option plan but were provided as
motivation and incentives to individuals who, in the Company's opinion, were
important to the Company's success. Options issued in 2002 and thereafter, were
11
issued pursuant to the 2002 Stock Option Plan of Global Entertainment
Holdings/Equities, Inc. and also provided as motivation and incentives to
individuals considered important to the Company's success. The 2002 plan was
approved by our board of directors, but not submitted to a vote of stockholders.
The total number of options granted and outstanding at December 31, 2005, and
the exercise price and expiration dates for each year are as follows:
Total Exercise
Year Options Price Expiration Date
---- ------- -------- -----------------
1998 157,875 $0.50 December 31, 2008
1999 201,038 $0.50 December 31, 2009
2001 110,000 $0.71 December 31, 2011
2002 130,500 $0.50 December 31, 2012
2003 132,083 $0.08 December 31, 2013
2004 200,250 $0.10 December 31, 2014
18,000 $0.15 December 31, 2014
2005 440,778 $0.15 December 31, 2015
---------
Total 1,390,524
Sales of Unregistered Securities
--------------------------------
None
12
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following should be read in conjunction with the "Risk Factors" and our
audited financial statements and related notes included elsewhere in this Form
10-KSB. The following discussion contains forward-looking statements. Please see
the Introductory Statement in Part I for further information relating to such
forward looking statements.
Our Business
------------
We provide business development support and administrative assistance for
technology-driven subsidiaries that license, develop and host interactive
digital entertainment software applications. Our services are technology based
only. We do not manage, operate or own any gaming or wagering activity or
entity.
Accounting Policies and Estimates
---------------------------------
Management's discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires that we
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. We base our estimates on historical experiences and on various
other assumptions that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions.
Research and Development - Software Capitalized Costs
We follow the guidance provided in Statement of Financial Accounting Standards
No. 86 "Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed" ("SFAS No. 86") regarding the accounting for the costs of
developing our products. Purchased software (i.e., software acquired from a
third party) is recorded at the lower of acquisition cost or net realizable
value. We develop software for licensing to our customers and capitalize
software development costs when technological feasibility has been established.
Technological feasibility generally occurs at the time a detailed plan is
available and programming of the software code may begin. Software development
costs that qualify for capitalization include the salaries and benefits of the
software engineers assigned to the projects, other direct and indirect costs
associated with those salaries and benefits, internal and external quality
assurance testing costs and the costs of outsourced development activities and
independent product testing and certification labs. Software development costs
not qualifying for capitalization are expensed and classified as maintenance
expense in the cost of revenue. Product development expense and the
capitalization rate will fluctuate from period to period depending upon the
number and status of software development projects that are in process and the
related number of people assigned to those projects. Impairment will be
recognized in the period when impairment is deemed by management to have
occurred (see note 3 to the audited financial statements).
We invested $1,361,454 and $433,704 in 2005 and 2004 on development/enhancements
of our software products. During the year ended December 31, 2005, we wrote off
$186,563 of developed software deemed obsolete. The increase in
development/enhancements in 2005 resulted from our focus on our next generation
platform, Elements.
13
Impairment of Long-Lived Assets
The Company follows Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No.
144 requires that long-lived assets, including property and equipment, be
reviewed for impairment whenever events or changes in circumstances indicate the
their carrying amount may not be recoverable. The Company assesses its assets
for impairment based on the estimated future undiscounted cash flows expected to
result from the use of the asset and records impairment losses when this amount
is less than the carrying amount. Impairment losses are recorded for the excess
of the assets' carrying amount over their fair value, which is the generally
determined based on the estimated future discounted cash flows over the
remaining useful life of the asset using a discount rate determined by
management at the date of the impairment review. For the year ended December 31,
2004, management's impairment review resulted in an impairment loss of $124,494,
included under the caption "estimated loss on Internet security service project"
in the accompanying financial statements.
Revenue recognition
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, and the license fee has been determined and
collectability of the license fee is probable (see note 3 to the audited
financial statements).
Industry Overview
-----------------
Online gaming is entering its second decade. Overall, the outlook for the
industry remains relatively attractive. Revenue from online gaming is estimated
to have reached $12 billion in 2005 and is expected to reach $22 billion over
the next five years, per the British consultancy firm, Global Betting & Gaming
Consultants.
Although there are over 50 software companies in our market arena, we have
identified less than a dozen companies that we directly compete against. A
number of those competitors own or control gaming operations, which gives them
access to greater resources than we have. The industry is experiencing
consolidation at all levels. We anticipate facing more difficult competition and
longer sales cycles as the consolidation occurs within the industry. Growth for
software vendors, in the view of industry experts, will come from new segments
in the market and added value games and products for the licensees. We
anticipate expanding our revenues through concentration on the European and
Asian market and partnering with other technology companies to offer additional
products and services.
As the competitive environment increases for our licensees, they are
increasingly required to enhance product offering to players. Our strength lies
in this industry need. Given the breadth of products available in our suite of
applications, we are able to offer many revenue opportunities for the operators
which are tied in through one integrated back-office administrative program. Our
product offerings enhance revenues for our licensees, while our back office
software reduces costs for our licensees.
With the release of our new software, Elements, the plug and play format of our
modules will allow a variety of choices for our licensees along with easier
integration into their existing operations. Further, our new product line offers
tools not previously available to Licensees for control and monitoring resulting
in improved profitability for the site operators.
14
Some of our competitors have significantly greater financial, technical, sales,
marketing and other resources, as well as greater name recognition and a larger
installed customer base, than we do. Our competitors could, in the future,
introduce products with more features and lower prices than our product
offerings. These companies could also bundle existing or new products with
other, more established products in order to compete with us.
15
Plan of Operations - Our Strategy
---------------------------------
Our subsidiary, IGW Software is in the business of providing software and
services to the online gaming and wagering community. Our licensees depend upon
our software to improve their success through effective management of the
activities on their websites and providing for an efficient way for them to
manage their businesses. To this end, we envision expanding our success and
growing our company through:
o Introducing our new, dynamic interactive digital entertainment
platform to the industry: Elements.
o Partnering with best-of-breed technology firms around the
world to enhance our products and services (Identifying and
executing on strategic partnerships);
o Expanding our sales into additional geographic areas;
o Improving our product offering and back office administration
system to enhance the control and reporting functions to
benefit operators; and
o Integrating additional games to our product offering;
During 2005, we have taken significant steps to achieve our strategic
initiatives. We:
o Enhanced our current software with 38 feature requests made by
our Licensees;
o Added six new Ecommerce providers to our system;
o Expanded our Poker offering to all Licensee sites;
o Devoted the majority of our software development to our next
generation platform to be released in Q2 of 2006;
o Added the Real Time Gaming Casino product line to our
offerings and integrated their games into our Licensee's
sites;
o Upgraded and expanded our Distributed Denial of Service attack
protection services to mitigate and protect our licensees with
Tier 1 level filtering, state of the art monitoring and
proprietary mechanisms and intrusion detection software; and
o New Licensee, betinternet.com, from Isle of Man, contracted to
commence using our software in Q2 of 2006;
After two years of losses, the financial results of 2005 represents the benefits
of cost cutting measures and added products/services for revenue enhancement.
16
Results of Operations
---------------------
We had net income for the year ended December 31, 2005 of $712,821 compared to a
net loss of $(748,469) for the year ended December 31, 2004. Our income from
operations was $798,806 for the year ended December 31, 2005 compared to a loss
from operations of $(621,474) for the year ended December 31, 2004. The
improvement from a loss position in 2004 to a net income position in 2005
resulted from several factors. Primarily, cost saving measures instituted in the
prior two years has had the largest impact on profitability. Decreased
amortization, as a result of fully amortizing prior software development costs,
and the capitalization of current development costs for the new platform,
Elements, until it is put into service, also contributed to a higher profit in
the year ended December 31, 2005 compared to 2004.
Revenue increased $40,135, to $4,235,977 for the year ended December 31, 2005
from $4,195,842 for the year ended December 31, 2004. The following outlines our
revenues by category:
2005 2004
---- ----
Internet Security Services $ 81,000 $ 10,750
Software Licensing and Other Fees 3,423,595 3,900,098
Hosting Services 567,928 284,994
Equipment Sales 163,454 -0-
---------- ----------
Total $4,235,977 $4,195,842
Software Licensing and Other Fees decreased by $476,503. This decrease was due
to the cancellation of one licensee in 2004, a contractual decrease in our
software licensing rate with our major Licensee and a reduction in fourth
quarter fees from our Licensee due to failure meeting the target delivery date
of Elements. Hosting services increased by $282,934 due to a revision of our fee
structure to more appropriately match revenue with costs. The sale of equipment
represents a new revenue source started in 2005. In connection with our hosting
services, we offer our customers the option of purchasing the network equipment
at a fixed percentage mark-up on our cost.
Cost of revenues were 38% of total revenue for the year ended December 31, 2005
and 52% of total revenue for the year ended December 31, 2004. The following
items constitute the expenses in cost of sales:
2005 2004
---- ----
Amortization $ 158,390 $ 551,289
Bandwidth 331,192 443,362
Software Licensing and Other Costs 39,567 199,122
Salary and related payroll costs 752,886 984,804
Cost of Equipment sold 142,087 -0-
--------- ---------
1,424,122 2,178,577
Proprietary software written off 186,563 -0-
--------- ---------
Total $1,610,685 $2,178,577
Amortization decreased as proprietary software developed in earlier years
reached the end of its assigned economic life of three years. Bandwidth costs
decreased as a result of better pricing from our suppliers. Software Licensing
and Other Costs decreased $159,555 from $199,122 in the year ended December 31,
17
2004 to $39,567 for the year ended December 31, 2005. This decrease was a result
of our purchase of previously licensed products created by third parties. Salary
and related expenses decreased $213,918 as a result of cost savings from
staffing reductions and increased resources devoted to our new platform in
development, resulting in a higher amount of salaries as part of capitalized
software development. Additionally, during our development process of Elements,
we determined that some of the technology used in the early stages of the
development process was deemed obsolete, and therefore we wrote off $186,563 of
previously capitalized development costs.
Selling expenses increased by $80,519 to $242,515 in the year ended December 31,
2005 from $161,996 in the year ended December 31, 2004. The increase resulted
from a full year of costs of contracted sales and marketing representatives in
the European market.
General and administrative expenses for the years ended December 31, 2004 and
2003 were comprised of the following items:
2005 2004
---- ----
Bad debt expense (recovery) $ (20,617) $ 43,372
Depreciation & amortization 481,223 527,184
Office expense, travel and other expenses 278,426 379,651
Rent 223,374 221,318
Salaries and wages 530,151 894,249
Legal and professional expenses 208,356 169,533
--------- ---------
Total $1,700,913 $2,235,307
Bad debt recovery of $20,617 resulted from the elimination of the reserve for
bad debts as management has determined that all receivables at December 31, 2005
were collectable and have been collected. The decrease in Depreciation and
Amortization of $45,961 from $527,184 for the year ended December 31, 2004 to
$481,223 for the year ended December 31, 2005 is attributable to a substantial
amount of computer equipment reaching its economic life of 3 years during the
first and second quarter of the current year end. Salary and wages decreased
$364,098. This decrease results from cost savings associated with not having a
VP of Marketing and Business Development in the year ended December 31, 2005
compared to 2004, and severance and associated costs on terminated employees
incurred in the prior year that were not incurred in 2005. Payroll costs are
distributed over several categories as follows:
Salary, wages and related costs included in -
2005 2004
---- ----
Capitalized software $ 673,882 $ 337,959
Selling Expenses 21,356 32,316
Cost of Revenues 752,886 984,804
General and Administrative expenses 530,151 894,249
--------- ---------
Total payroll costs $1,978,275 $2,249,328
Liquidity and Capital Resources
-------------------------------
We have incurred substantial losses in prior years. Historically, we have relied
on operating cash flows for our liquidity. We have a working capital deficiency
of $932,879. Debt payments of $131,937 and capital lease obligations of $64,109
are due within the next year. We have implemented various cost saving programs
as a result of these factors and we anticipate that third and related party
financing will be available to enable our operations to continue as a going
concern.
18
Cash provided from operating activities totaled $2,393,411 for the year ended
December 31, 2005 compared to $608,505 for the year ended December 31, 2004. The
increase of $1,784,906 resulted from improved results of operations, collection
of accounts receivable and customers deposits received. The cash provided by
operations was employed in purchasing additional equipment in the amount of
$284,823 and development of software in the amount of $1,361,454. Payments on
notes payable and capital leases aggregating $925,573 and proceeds of new loans
totaling $50,000 comprised the majority of our financing activities. Our cash
position at December 31, 2005 was $102,724; a decrease of $130,732 over our cash
position at December 31, 2004 of $233,456. We anticipate a substantially lower
investment in development of software in 2006 as that incurred in 2005. Overall,
we believe cash flows from operations should be sufficient to meet our needs for
working capital in both the short term and long term. Historically, our
shareholders have contributed funds in the form of debt to cover our working
capital needs. In early 2006, we obtained a $200,000 loan from one of our
shareholders.
While we have had limited success in reducing our operational expenses and we
continue to examine ways to reduce costs on a going-forward basis, as a public
company we are constantly faced with increasing costs and expenses to comply
with a SEC reporting obligations. We will be required in fiscal 2007 to comply
with the new annual internal control certification pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002 and the related SEC rules. We expect that these
and other compliance costs of a public company will increase significantly. In
addition, our stock has historically been, and continues to be, relatively
thinly traded, providing little liquidity for our shareholders. As a result of
the foregoing, we have, from time-to-time considered, and expect from
time-to-time to continue to consider strategic alternatives to maximize
shareholder value. In accordance with this strategy, we recently entered into a
non binding letter of intent with Bayshore Media Group, Inc., a recently
organized Nevada company. The primary asset of Bayshore Media Group consists of
the exclusive rights to fourteen full length feature films. We are considering a
proposal to acquire all of the outstanding common stock of Bayshore Media Group
from its shareholders in exchange for shares of our restricted common stock.
Concurrent with the proposed acquisition, we would sell all of our assets to our
chief executive officer and a group of shareholders of our company in
consideration of these related parties returning shares of our outstanding
common stock to our company's treasury. Such shares would be cancelled.
Completion of the proposed transaction is subject to certain conditions,
including but not limited to, satisfactory completion of due diligence, approval
of each company's board of directors, clearing any regulatory issues and
approval by our shareholders.
We do not have any off-balance sheet financing arrangements nor do we have any
arrangements through any special purpose entities. We do not have any short term
or long term lending facilities. By the nature of payment terms with our
licensees, any increase in growth is expected to be supported by our operating
cash flow.
As mentioned in DESCRIPTION OF BUSINESS, Economic Dependencies, we receive most
of our revenues from one licensee. The loss of this licensee would jeopardize
our ability to continue as a going concern.
Contractual Obligations
-----------------------
[Enlarge/Download Table]
------------------------------------------------------------------------------------------------------------------
More than 5
Contractual Obligations Total Less than 1 year 1-3 years 3-5 years years
------------------------------------------------------------------------------------------------------------------
Long-Term Debt 131,937 131,937 - - -
------------------------------------------------------------------------------------------------------------------
Capital Lease Obligations 64,109 64,109 - - -
------------------------------------------------------------------------------------------------------------------
Operating Leases 446,101 230,343 215,758 - -
------------------------------------------------------------------------------------------------------------------
Purchase Obligations -
------------------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP -
------------------------------------------------------------------------------------------------------------------
Total
642,147 426,389 215,758 - -
------------------------------------------------------------------------------------------------------------------
Risk Factors
------------
In addition to other issues addressed throughout this report, the following are
certain risks and uncertainties we face.
- Our future financial performance will depend, in part, on the successful
development, completion, and introduction of new software products and enhanced
versions of existing products, and customer acceptance of those products. In the
future, there is no assurance that we will not encounter difficulties that could
19
delay or prevent the successful development of, or marketing of, new products
and/or enhancements of existing products. There also can be no assurance that
such products will yield positive results or that such results can be obtained
on a timely basis or without the expenditure of substantial funds.
- We believe that a Licensee's decision to purchase our products and services is
discretionary, involves a significant commitment of resources, and may be
influenced by budgetary and seasonal cycles. To successfully sell our products
and services, we generally must educate potential licensees regarding the use
and benefit of our products and services, which can require significant time and
resources.
- Product liability claims. We face substantial risk of exposure to product
liability claims in the event that the products we develop and licenses contain
errors, bugs or defects. We do not currently have product liability insurance,
and there can be no assurance that insurance coverage will be available in the
future on commercially reasonable terms, or at all. Further, there can be no
assurance that such insurance, if obtained, will be adequate to cover potential
product liability claims, or that a loss of insurance coverage or the assertion
of a product liability claim or claims would not materially adversely affect our
business, financial condition and results of operations.
- We are dependent upon customer acceptance of our products. Our ability to meet
our projections is dependent on our ability to convince prospective customers
that our products are superior to competing products and that we can
successfully deliver and service our products.
- Competition. The gaming software market is highly competitive and has been
subject to rapid change, which is expected to continue. Our competitors include
many software vendors that have financial, marketing, and technological
resources far in excess of those we possess.
- We face intense price-based competition for licensing of our products. Price
competition is often intense in the software market, especially for internet
gaming software providers. Many of our competitors have significantly reduced
the price of their products. Price competition may continue to increase and
become even more significant in the future, resulting in reduced profit margins.
- We are dependent on the services of key individuals and the loss of any of
these individuals could significantly affect our ability to operate our
business. We do not maintain key man life insurance on any of our personnel.
- We may be unable to protect our intellectual property rights. Our success
depends in part on our ability to protect our proprietary technologies. We rely
on a combination of trade secrets and confidentiality and other contractual
provisions to establish and protect our proprietary rights. We have no
trademarks, patents or other intellectual property protection. Litigation, which
could result in substantial costs and diversion of effort by us, may also be
necessary to enforce any infringement issues or to determine the scope and
validity of third-party proprietary rights. Any such litigation, regardless of
outcome, could be expensive and time consuming, and adverse determinations in
any such litigation could seriously harm our business.
- Our software products and web site may be subject to intentional disruption or
security breach. While we have not been the target of software viruses or other
attacks specifically designed to impede the performance of our products or
disrupt our Web site, such viruses or other attacks have been deployed against
our licensees and could be created and deployed against our products or Web
sites in the future. Similarly, experienced computer programmers, or hackers,
20
may attempt to penetrate our network security or the security of our licensees'
Web sites from time to time. A hacker who penetrates our network or our
licensees' Web sites could misappropriate proprietary information or cause
interruptions of our services. We might be required to expend significant
capital and resources to protect against, or to alleviate, problems caused by
virus creators and hackers.
- Unexpected rapid growth could result in significant management challenges. We
are still an early stage company. Any rapid growth will place significant
pressure on our limited resources and infrastructure. Our officers would need to
implement and improve our operational, administrative and financial systems and
controls and effectively expand, train and manage our employee base. Although we
do not anticipate any rapid growth in the short term, for our long term business
plan to be successful, we will be required to manage an increasing number of
relationships with various licensees, partners and other third parties.
- Our stock is currently quoted under the symbol GAMM on the OTC Bulletin Board
and is characterized by low volume trading, high volatility and large spreads
between bid and ask prices. A significant amount of common stock coming on the
market at any one time could cause the stock to decline in price. In addition,
we must comply with ongoing eligibility rules to ensure our common stock is not
removed from the OTC Bulletin Board, which could materially adversely affect the
liquidity and volatility of our common stock. We intend to use our best efforts
to continue to meet the eligibility requirements.
- Our products are complex and may contain undetected errors. While we test our
products extensively before market introduction, we cannot be certain that,
despite our testing, errors will not be found in current versions, new versions,
or enhancements of our products after commencement of their use. Such undetected
errors could result in adverse publicity, loss of revenues, delay in market
acceptance, or claims against us by licensees, all of which could materially
adversely affect our business.
Our licensees are also dependent upon search engines, web browsers, Internet
service providers and other online service providers to provide Internet users
access to the web sites. Players may experience difficulties accessing or using
licensee web sites due to system failures or delays unrelated to our systems. It
is unlikely that our licensees carry business interruption insurance to
compensate for lost revenues in the event of such failures.
- As described in Item 1, regulatory issues could have a material adverse effect
on our business, revenues, operating results and financial condition.
- Other risk issues
We have pursued, are currently pursuing and, in the future may pursue, new
technologies and businesses internally and through joint venture, acquisitions
and combinations which involve significant risks. Any such joint venture,
acquisition or combination may involve, among other things, the issuance of
equity securities, the payment of cash, the incurrence of contingent liabilities
and the amortization of expenses related to other intangible assets, and
transaction costs, which have adversely affected, or may adversely affect, our
results of operations and financial condition. Our ability to integrate and
organize any new businesses and/or products, whether internally developed or
obtained by acquisition or combination, will likely require significant
expansion of our operations. There is no assurance that we will have or be able
to obtain the necessary resources to satisfactorily affect such expansion, and
the failure to do so could have a material adverse effect on our business,
financial condition and results of operations. In addition future joint
21
ventures, acquisitions and or combinations by the Company may involve risks of,
among other things, entering markets or segments in which we have no or limited
prior experience, the potential loss of key employees of the acquired company
and/or difficulty, delay or failure in the integration of the operations,
management, personnel and business of any such new business with our business
and operating and financial difficulties of any new or newly combined
operations, any of which could have a materially adverse effect on our business,
financial condition and results of operations. Moreover, there can be no
assurance that the anticipated benefits of any specific acquisition or of any
internally developed new business segment or business combination will be
realized.
ITEM 7. FINANCIAL STATEMENTS
See Index to Financial Statements on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 8A. CONTROL AND PROCEDURES
Our management, including our principal executive officer and principal
financial officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the year ended December 31, 2005, the
period cover by the Annual Report on Form 10-KSB. Based upon that evaluation,
our principal executive officer and principal financial officer have concluded
that the disclosure controls and procedures were effective as of December 31,
2005 to provide reasonable assurance that material information relating to the
Company is made known to management including the CEO and CFO.
There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 8B. OTHER INFORMATION
Not applicable.
22
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our directors and their ages as of December 31, 2005 are as follows:
Name Age Position Period of Service
----- --- -------- -----------------
Bryan Abboud............ 34 Chief Executive Officer January 2002 -
and Director Present
Thomas Glaza............ 71 Director and February 2001 -
Chairman of the Board Present
James Doukas............. 71 Director April 2002 -
Present
David Outhwaite.......... 52 Director May 2004 -
December 31, 2005
Certain biographical information concerning the Directors and executive officers
of the Company as of December 31, 2005 is set forth below. Such information was
furnished by them to the Company.
BRYAN ABBOUD was the Chairman of the Board of Directors of the Company from 1998
to February 2001, has been chief executive officer and president of the Company
since January 2002, and managing director of IGW since 1997. Mr. Abboud is also
a co-founder of the Interactive Gaming Council, the online gaming industry's
premier trade association. Starting as an online gaming industry pioneer in
1995, he has assembled personnel, arranged financing, and led the Company
successfully into the online gaming software industry. Earlier, Mr. Abboud was
involved in upper management of a company in the high-tech consumer electronics
industry. Mr. Abboud earned a Masters in International Management at the
American Graduate School of International Management (Thunderbird) and received
a Bachelor of Science Degree in Commerce, with emphasis in Marketing at Santa
Clara University. He also attended Sup de Co in Rouen, France.
THOMAS GLAZA accepted his appointment as Chairman of the Company's Board of
Directors in February 2001. He is serving on the Company's compensation
committee and audit committee. He retired from the MAPICS Corporation in March
2000 but continues to provide consulting services. Between 1988 and 1998, Mr.
Glaza held a variety of positions with MAPICS Corporation, including Vice
President of Marketing and Business Development. His duties involved contract
negotiations, establishing internal corporate strategy, traditional activities
of marketing, and co-ordination programs with the corporate marketing
organization. From 1981 to 1988, Mr. Glaza founded GMD, a private software
development and services firm servicing implementations of MAPICS and CAD
systems where he served as chief executive officer and chief operating officer.
From 1973 to 1980, Mr. Glaza held various managerial positions in the
Manufacturing Industry Marketing Department of the General Systems Division of
the IBM Corp. in Atlanta, which led to the development of MAPICS. From 1970 to
1973, he was the marketing manager for the IBM Branch Office in Portland,
Oregon. In 1959, Mr. Glaza received his MBA from the University of Michigan,
majoring in statistics and marketing. In 1957, Mr. Glaza graduated with a
Bachelor of Business Administration from the University of Michigan where he
majored in marketing and finance.
JAMES DOUKAS has been a director of the Company since April 9, 2002. Mr. Doukas
is chairman of the Company's compensation committee and a member of its audit
23
committee. Mr. Doukas served in the military for over 32 years and was
responsible for formulating and executing multi-million dollar budgets, leading
large organizations of over 3,500 personnel, negotiating sensitive agreements
with foreign governments, and conducting strategic planning at the national
level. From 1988 to 1998, he was executive vice president of RJ Moore and
Associates, a start up engineering firm for which he had regional responsibility
in sales, marketing, and personnel recruitment. Mr. Doukas received a Bachelor
of Arts degree from St. Benedicts College and a Master of Arts degree from
George Washington University.
OTHER EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Set forth below is biographical and other information concerning the Company's
non-director executive officers and other significant employees.
Name Age Position
---- --- --------
Clinton H. Snyder 50 Chief Financial Officer
Dennis Deblois 43 Chief Information Officer
CLINT SNYDER has been Chief Financial Officer of the Company since January 21,
2003. Mr. Snyder served as Chief Financial Officer of TVC Telecom, Inc.
(formerly Legacy Software, Inc.) from November 1998 to January 2002. From 1992
to 1998, he served as a business consultant, financial and tax strategist for
companies throughout the New England area in his position as President of CFO
Business Services, Inc. From 1990 to 1992, he served as Vice President of
Finance for Innovative Telecom Company, Inc., a telecommunications provider.
From 1985 to 1990 he served as Executive Officer for Finance and Administration
with North American Beauty Services, Inc., a wholesale and retail distributor of
consumer based personal care products. From 1982 to 1985 he served as Finance
Officer for a multi-national construction products and real estate development
firm in Baltimore, Maryland. From 1975 to 1982 he served as auditor and business
consultant with the public accounting firm of Stegman & Associates.
DENNIS DEBLOIS has served as Chief Information Officer since August 26, 2004,
under a contract we have with his technology consulting firm, International Data
Consultants ("IDC"). Mr. Deblois founded IDC in 1994 and serves as its President
and Chief Executive Officer. With a staff of 14, IDC serves numerous South
Florida, national and international clients. Prior to starting IDC, Mr. Deblois
served as Senior Technical Advisor and Strategic Accounts Manager for Computer
Express MicroAge, an international computer system design and sales
organization, from 1988-1994. In 1987, prior to joining Computer Express
MicroAge, Mr. Deblois co-founded Personal Computer Training Corporation, a
company dedicated to providing on-site training for businesses on diverse
software ranging from word processing and spreadsheets to financial and
accounting systems. From 1984 to 1987, Mr. Deblois worked as a corporate and
customer trainer for International Computer Systems, the then-largest computer
retailer in the Southeastern United States. In this capacity, he designed and
implemented one of the industry's first sales training programs to effectively
link technical expertise to staff compensation. The completed program was
evaluated and partially adopted by several leading technology companies,
including IBM.
Mr. Deblois received a bachelor's degree from the University of Miami in 1984.
He has subsequently received multiple certifications in technology and
engineering, including recognition as a Compaq Advanced Systems Engineer,
Certified Novell Engineer, IBM Technical Advisor, and IBM Certified Trainer.
24
During and prior to founding IDC, Mr. Deblois has worked as a technical
consultant for Fortune 500 companies and other corporations, including Ryder
Systems, Knight-Ridder, American Bankers Insurance Group, Miami-Dade County,
Burger King, City of Miami, Bacardi Corporation, United Trust Fund, University
of Miami, and Johnson & Johnson.
COMMITTEES OF THE BOARD OF DIRECTORS
To assist in carrying out its duties, the Board of Directors
established two committees. The two committees are the Audit Committee and the
Compensation Committee.
AUDIT COMMITTEE
The Audit Committee was established in accordance with Section
3(a)(58)(A) of the Exchange Act and assists the Board of Directors and
management of the Company in ensuring that the Company consistently acts with
integrity and accuracy in financial reporting. The Audit Committee's
responsibilities include:
- selecting and reviewing the Company's independent registered public
accounting firm and their services;
- reviewing and discussing with appropriate members of the Company's
management, the audited financial statements, related accounting and auditing
principles, practices and disclosures;
- reviewing and discussing the Company's quarterly financial statements
prior to the filing of those quarterly financial statements;
- establishing procedures for the receipt of, and response to, any
complaints received regarding accounting, internal accounting controls, or
auditing matters, including anonymous submissions by employees;
- reviewing the accounting principles and auditing practices and
procedures to be used for the Company's financial statements and reviewing the
results of those audits; and
- monitoring the adequacy of the Company's operating and internal
controls as reported by management and the independent registered public
accounting firm.
Thomas Glaza is the chairman of the Audit Committee, and the other
member of the Audit Committee is James Doukas. The Board of Directors has
determined that each member of the Audit Committee is independent within the
meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. No member is
qualified as an audit committee financial expert within the meaning of the SEC
regulations. The collective expertise of the Audit Committee is believed to be
sufficient to carry out the duties of the Audit Committee.
Based upon the Audit Committee's review and discussions with management and the
independent auditor, and the Audit Committee's review of the representations of
management and the independent registered public accounting firm, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report to Stockholders
and in the Company's Annual Report on Form 10-KSB for the year ended December
31, 2005, as filed with the Securities and Exchange Commission.
25
The Board of Directors has adopted a written charter for the Audit Committee. A
copy of the Audit Committee Charter is attached as an exhibit to this annual
report.
COMPENSATION COMMITTEE
The Compensation Committee's responsibilities include:
- establishing and reviewing the overall corporate policies, goals and
objectives for the compensation of the Company's chief executive officer and
other executive officers, including a review of the relationship of executive
compensation to corporate performance and relative stockholder return,
compensation at comparable companies, past years compensation to our executives,
and other relevant factors;
- evaluating the performance of the Company's chief executive officer
and other executive officers in light of the corporate goals and objectives and,
based on that evaluation, determining the compensation of the chief executive
officer and other executives officers, including individual elements of salary,
bonus, supplemental retirement, incentive and equity compensation, in light of
the corporate goals and the performance evaluation; and
- making recommendations to the Company's Board of Directors regarding
the salaries, benefits and other compensation of the Company's non-employee
directors, committee chairpersons, and committee members.
James Doukas is the chairman of the Compensation Committee, and the
other member is Thomas Glaza. The Board of Directors has determined that each
member of the Compensation Committee is independent within the meaning of Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4 and 5 furnished to the
Company, the Company is not aware of any person who at any time during the
fiscal year ended December 31, 2005, was a director, officer, or beneficial
owner of more than ten percent of the Common Stock of the Company, and who
failed to file, on a timely basis, reports required by Section 16(a) of the
Securities Exchange Act of 1934 during such fiscal year.
Code of Ethics
The Board of Directors has adopted a Code of Business Conduct and
Ethics applicable to all of our directors, officers and employees, including our
CEO and senior financial officers. A copy of our Code of Ethics is attached as
an exhibit to this annual report. Shareholders may also request a free copy of
the Code of Business Conduct and Ethics from:
Global Entertainment Holdings/Equities, Inc.
Attention: Investor Relations
703 Waterford Way Ste 690
Miami FL 33126
To date, there have been no waivers under the Code of Business Conduct and
Ethics.
26
ITEM 10. EXECUTIVE COMPENSATION
The following table provides summary information for the years 2005, 2004 and
2003 concerning cash and non-cash compensation paid or accrued by the Company to
or on behalf of its chief executive officer and the other most highly
compensated officers who are executive officers (the Named Executive Officers)
for the appropriate years.
SUMMARY COMPENSATION TABLES
[Enlarge/Download Table]
Long Term Compensation
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Named Officer Year Salary Bonus Compensation Awards Options Payouts Compensation
------------- ---- -------- ----- ------------ ---------- ---------- ------- ------------
Bryan Abboud 2005 $156,000 $23,000 -0- - 0 - 30,000 - 0 - - 0 -
President 2004 $156,000 $21,076 -0- - 0 - 30,000 - 0 - - 0 -
2003 $156,000 $22,884 -0- - 0 - 30,000 - 0 - - 0 -
James Herrera (1) 2004 $126,000 $2,500 -0- - 0 - -0- - 0 - - 0 -
VP Business 2003 $ 82,000 $14,831 $15,000(1) - 0 - 22,500 - 0 - - 0 -
Development and
Strategic Marketing
Clinton Snyder(2) 2005 $126,000 $11,950 -0- - 0 - 30,000 - 0 - - 0 -
Chief Financial 2004 $126,000 $ 7,972 -0- - 0 - 30,000 - 0 - - 0 -
Officer 2003 $117,115 $ 9,331 -0- - 0 - 30,000 - 0 - - 0 -
Dennis Deblois(3) 2005 $117,000 -0- -0- - 0 - -0- - 0 - - 0 -
Chief Infor- 2004 $ 36,000 -0- -0- - 0 - -0- - 0 - - 0 -
mation Officer
----------
(1) James Herrera commenced employment May 1, 2003 and was terminated January
21, 2005. Other compensation in 2003 represents a moving allowance.
(2) Clinton Snyder commenced employment January 20, 2003.
(3) Dennis Deblois was contracted through an agreement with International
Data Consultants, which commenced August 26, 2004.
Option/SAR Grants in Last Fiscal Year
(Individual Grants)
[Enlarge/Download Table]
Number of Percent of Total
Securities Options/SARs Exercise of
Underlying Granted to Base Price
Name Options/SARS Employees in Fiscal Year Price ($/Sh) Expiration Date
------------- ------------ ------------------------ ------------ ---------------
Bryan Abboud 200,000 45.4% $0.15/Share December 31, 2015
Clinton Snyder 30,000 6.8% $0.15/Share December 31, 2015
Dennis Deblois 30,000 6.8% $0.15/Share December 31, 2015
27
Directors' Compensation
All non-employee directors receive annual options to purchase 15,000 shares each
of the Company's common stock. Such options bear exercise prices equal to the
weighted average of the common stock's closing price for the three (3) months
prior to the granting of such options. Awarding occurs at the beginning of the
year and vesting occurs as the year transpires or upon termination of the
Director. All Directors are reimbursed for out-of-pocket expenses incurred in
connection with the Company's business. Effective January 1, 2003, all
non-employee directors received, in addition to the options, $1,000 per meetings
held on site, and $500 for telephonic meetings. During the year ended December
31, 2005, Mr. Glaza was paid $3,000 and Mr. Doukas was paid $3,000.
Employment Agreements
Effective January 1, 2002, we entered into a new employment agreement with Bryan
Abboud, pursuant to which Mr. Abboud is employed as Chief Executive Officer. The
agreement provides for a monthly salary of $13,000, plus an annual incentive
cash and stock option bonus under a varying formula. There is no termination
date to the contract, however, should there be a change in control at any time,
we are obligated to pay one year's equivalent salary plus the prior year's bonus
as severance pay.
Effective January 20, 2003, we entered into an employment agreement with Clinton
Snyder, pursuant to which Mr. Snyder is employed as Chief Financial Officer. The
agreement, as amended, provides for a monthly salary of $10,500, plus an annual
incentive cash and stock option bonus under a varying formula. The term of the
agreement is one year with successive automatic renewals.
Effective August 26, 2004, we entered into a consulting agreement with
International Data Consultants ("IDC") for services of a Chief Information
Officer. These services are being performed by Mr. Dennis Deblois, president of
IDC. The contract, as amended, calls for $10,000 per month and is month to
month.
Stock Options Held at December 31, 2005
The following table indicates the total number of exercisable and unexercisable
stock options held by each executive officer named in the Summary Compensation
Table as of December 31, 2005. No options to purchase common stock were
exercised during the year ended December 31, 2005 and no stock appreciation
rights were outstanding during the same period. The closing price of our common
stock at December 31, 2005, was $0.32, which was below the exercise price of all
issued and outstanding options prior to those issued December 31, 2003.
Aggregated Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values
Number of Unexercised Value of Unexercised
Securities Underlying In-the-Money
Options at Options at
Fiscal Year End Fiscal Year End ($)
--------------------- ---------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
----------------------- --------- ----------- --------- ---------
Bryan Abboud 515,438 37,500 $31,050 $4,350
James Herrera -0- -0- -0- -0-
Clinton Snyder 52,500 37,500 $4,200 $5,700
Dennis Deblois 45,000 15,000 $6,000 $1,500
28
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of January 31, 2006, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the 7,535,256 outstanding shares of Common
Stock, (ii) each director and officer of the Company and (iii) all directors and
officers as a group:
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------
Class of Stock Name and Address of Number of Shares Percent of Class (1)
Beneficial Owner Beneficially Owned (1) --------------------
---------------- ------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock JoAnn Abboud (2)
60 Seagate Dr. #703 707,194 9.4%
Naples, FL 34103
--------------------------------------------------------------------------------------------------------------------
Common Stock Todd Elmquist (3)
1011 W 69th Terr 561,285 7.5%
Kansas City, MO 64113
--------------------------------------------------------------------------------------------------------------------
Common Stock David & Nancy Abboud
5709 F Street 465,693 6.2%
Omaha, NE 68117
--------------------------------------------------------------------------------------------------------------------
Executive Officers
--------------------------------------------------------------------------------------------------------------------
Common Stock Bryan Abboud (4)
703 Waterford Way 3,523,358 46.8%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
Common Stock James Doukas (6)
703 Waterford Way 79,558 1.1%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
Common Stock Thomas Glaza (6)
703 Waterford Way 110,210 1.5%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
Common Stock Dave Outhwaite (7)
703 Waterford Way 26,250 less than 1%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
Common Stock Clint Snyder (8)
703 Waterford Way 45,000 less than 1%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
Common Stock Dennis Deblois (9)
703 Waterford Way 145,000 1.9%
Suite 690
Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS & 3,906,876 52.2%
DIRECTORS AS A GROUP
--------------------------------------------------------------------------------------------------------------------
----------
(1) The number of shares and percentage of class beneficially owned by the
entities above is determined under rules promulgated by the SEC and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as
to which the individual has sole or shared voting power or investment power
and also any shares which the individual has the right to acquire within 60
days through the exercise of any stock option or other right. The inclusion
herein of such shares, however, does not constitute an admission that the
named stockholder is a direct or indirect beneficial owner of such shares.
Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares such power with his or her
spouse) with respect to all shares of capital stock listed as owned by such
person or entity.
(2) Joann Abboud is the mother of Bryan Abboud. Joann Abboud is the owner of
100% of the voting stock of Camelot Investments, Inc. Camelot Investments,
Inc. owns 75,913 shares of the Company's Common Stock. These shares are
reflected in the total 707,194 shares owned by Joann Abboud.
(3) Includes 82,256 shares beneficially owned by Todd Elmquist by virtue of his
ownership of options to purchase: (i) 55,256 shares of common stock through
December 31, 2008, at the exercise price of $0.50 per share; (ii) 12,000
shares of common stock through December 31, 2011, at an exercise price of
$0.71; and (iii) 15,000 shares of common stock through December 31, 2012, at
an exercise price of $0.50.
29
(4) Includes 507,438 shares beneficially owned by Bryan Abboud by virtue of his
ownership of options to purchase: (i) 78,938 shares of common stock through
December 31, 2008, at an exercise price of $0.50 per share; and (ii) 132,000
shares of common stock through December 31, 2009, at an exercise price of
$0.50 per share; (iii) 50,000 shares of common stock through December 31,
2011, at an exercise price of $0.71; (iv) 24,000 shares of common stock
through December 31, 2012, at an exercise price of $0.50; (v) 15,000 shares
of common stock through December 31, 2013, at an exercise price of $0.08;
(vi) 7,500 shares of common stock through December 31, 2014, at an exercise
price of $0.10; and (vii) 177,500 shares of common stock through December
31, 2015, at an exercise price of $0.15.
(5) Includes 57,000 shares beneficially owned by James Doukas by virtue of his
ownership of options to purchase: (i) 12,000 shares of common stock through
December 31, 2012, at the exercise price of $0.50 per share; (ii) 15,000
shares of common stock through December 31, 2013, at an exercise price of
$0.08 per share; (iii) 15,000 shares of common stock through December 31,
2014, at an exercise price of $0.10 per share; and (iv) 15,000 shares of
common stock through December 31, 2015, at an exercise price of $0.15 per
share.
(6) Includes 87,000 shares beneficially owned by Thomas Glaza by virtue of his
ownership of options to purchase: (i) 30,000 shares of common stock through
December 31, 2011, at the exercise price of $0.71 per share; (ii) 12,000
shares of common stock through December 31, 2012, at the exercise price of
$0.50 per share; (iii) 15,000 shares of common stock through December 31,
2013, at an exercise price of $0.08 per share; (iv) 15,000 shares of common
stock through December 31, 2014, at an exercise price of $0.10 per share;
and (v) 15,000 shares of common stock through December 31, 2015, at an
exercise price of $0.15 per share.
(7) Includes 26,250 shares beneficially owned by Dave Outhwaite by virtue of his
ownership of options to purchase 11,250 shares of common stock through
December 31, 2014, at an exercise price of $0.10 per share; and (ii) 15,000
shares of common stock through December 31, 2015, at an exercise price of
$0.15 per share.
(8) Includes 45,000 shares beneficially owned by Clint Snyder by virtue of his
ownership of options to purchase: (i) 15,000 shares of common stock through
December 31, 2013, at an exercise price of $0.08 per share; (ii) 7,500
shares of common stock through December 31, 2014, at an exercise price of
$0.10 per share; and (iii) 7,500 shares of common stock through December 31,
2015, at an exercise price of $0.15 per share.
(9) Includes 45,000 shares beneficially owned by Dennis Deblois by virtue of his
ownership of options to purchase: (i) 15,000 shares of common stock through
December 31, 2014, at an exercise price of $0.10 per share; and (ii) 30,000
shares of common stock through December 31, 2015, at an exercise price of
$0.15 per share.
30
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Bryan Abboud, Chief Executive Officer and President of the Company and
Managing Director of IGW Software, NV, is a son of JoAnn Abboud, who owns 9.4%
of the Company's Common Stock.
Bryan Abboud loaned the Company $50,000 for working capital, which is secured by
a promissory note bearing interest at fifteen percent per year payable in
monthly installments of principal and interest in the amount of $3,119.24
through August, 2006.
No transaction, proposed transaction or series of transactions occurred in the
last two years and through the date of this filing directly or indirectly,
between the Company and any director or executive officer that exceeded $60,000
during the last two years.
ITEM 13. EXHIBITS
ITEM (601) DOCUMENT
---------- --------
(i) 3.1 Articles of Incorporation.
(iv) 3.2 By-laws, as amended
(v) 4.1 Certificate of Designation, Series A Preferred Stock
(vi) 10.1 Lease Agreement, 703 Waterford Way, Miami Florida
(vi) 10.2 Lease, Co-Location Agreement, Curacao, Netherlands Antilles
(ii) 10.3 2002 Non-Qualified Stock Option Plan
(viii) 10.4 Employment Agreement, Bryan Abboud
(viii) 10.5 Employment Agreement, Clinton Snyder
(viii) 10.6 Contract for Services, International Data Consultants
(vi) 14.1 Code of Business Conduct and Ethics
(iii) 21.1 Subsidiaries
31.1 Certification of the CEO pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the CFO pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the CEO pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the CFO pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
(vii) 99.1 Charter of the Audit Committee of Global Entertainment
Holdings/Equities, Inc.
------------------
(i) Filed with the Company's registration statement on form 10-SB,
October 14, 1999
(ii) Filed with form S-8, February 20, 2002
(iii) Filed with form 10-KSB, April 16, 2002
(iv) Filed with form 8-K on September 25, 2002.
(v) Filed with form 8-K, May 27, 2003
(vi) Filed with form 10-QSB/A, December 8, 2003
(vii) Filed with form DEF 14A, September 30, 2004
(viii) Filed with form 10-KSB, April 15, 2005
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended December 31, 2005 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB were
$64,500. For professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended December 31, 2004 and for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB fees billed were $50,772.
Audit-Related Fees
Mahoney Cohen & Company, CPA, P.C. did not render any professional services for
information technology services relating to financial information systems design
and implementation for the fiscal years ended December 31, 2005 and 2004.
31
Tax Fees
Mahoney Cohen & Company, CPA, P.C. did not render any professional services for
tax compliance, tax advice, or tax planning during 2005 and 2004. The fees
incurred in 2005 for the preparation of the 2004 corporate tax returns were
$5,036 and the fees incurred in 2004 for the 2003 tax returns were $5,000.
All Other Fees
The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for services
rendered to the Company, other than the services described under "Audit Fees"
and "Audit-Related Fees" and tax fees, amounted to $855 for the fiscal year
ended December 31, 2005 and $-0- for the fiscal year ended December 31, 2004.
Pre-Approval Policies and Procedures
In discharging its oversight responsibility with respect to the audit process,
the Audit Committee of the Board of Directors obtained from the independent
registered public accounting firm a formal written statement describing all
relationships between the independent registered public accounting firm and the
Company that might bear on the independent registered public accounting firms'
independence consistent with Independence Standards Board Standard No.1,
"Independence Discussions with Audit Committees", discussed with the independent
registered public accounting firm any relationships that may impact their
objectivity and independence and satisfied itself as to the independent
registered public accounting firms' independence. The Committee also discussed
with management and the independent registered public accounting firm the
quality and adequacy of the Company's internal controls and the outsourced audit
functions, responsibilities, budgeting and staffing. The Committee reviewed with
the independent registered public accounting firm their audit plans, audit scope
and identification of audit risks. The Committee discussed and reviewed with the
independent registered public accounting firm all communications required by
auditing standards generally accepted in the United States of America, including
those described in Statement on Auditing Standards No. 61 and 90, as amended,
"Communication with Audit Committees", and discussed and reviewed the results of
the independent registered public accounting firm's audit of the financial
statements.
The audit committee pre-approves all services, including non-audit services, if
any, provided by our independent auditors. All (100%) of the above services and
fees were reviewed and approved by the audit committee in advance of the
performance of the respective services.
32
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 3, 2006.
Global Entertainment Holdings/Equities, Inc.
By: /s/ BRYAN P. ABBOUD
-------------------
Bryan P. Abboud
Chief Executive Officer
/s/ CLINTON H. SNYDER
---------------------
Clinton H. Snyder
Chief Financial Officer
In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on March 3, 2006:
Signature Title Date
--------- ----- ----
/s/ BRYAN P. ABBOUD Director, Chief Executive Officer March 3, 2006
----------------------
Bryan P. Abboud
/s/ THOMAS GLAZA Director and Chairman of the Board March 3, 2006
-----------------------
Thomas Glaza
/s/ JAMES DOUKUS Director March 3, 2006
-----------------------
James Doukas
33
GLOBAL ENTERTAINMENT
HOLDINGS/EQUITIES, INC.
Consolidated Financial Statements
For the years ended December 31, 2005 and 2004
Index
Page
----
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheet as of December 31, 2005 F-3
Consolidated Statements of Operations for the
Years Ended December 31, 2005 and 2004 F-4
Consolidated Statement of Stockholders' Equity for the
Years Ended December 31, 2005 and 2004 F-5
Consolidated Statements of Cash Flows for the
Years Ended December 31, 2005 and 2004 F-6
Notes of Financial Statements F-8 - F-19
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders' and Board of Directors
Global Entertainment Holdings/Equities, Inc.
Miami, Florida
We have audited the accompanying consolidated balance sheet of
Global Entertainment Holdings/Equities, Inc. and subsidiaries as of December 31,
2005, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the two years in the period ended December 31,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of Global Entertainment Holdings/Equities, Inc. and subsidiaries as of
December 31, 2005, and the consolidated results of its operations and its cash
flows for each of the two years in the period ended December 31, 2005 in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Mahoney Cohen & Company, CPA, P.C.
Miami, Florida
February 1, 2006
F-2
Global Entertainment Holdings/Equities, Inc.
Consolidated Balance Sheet
December 31, 2005
Assets:
Cash and cash equivalents $ 102,724
Accounts receivable 86,026
Prepaid expenses 56,604
Other current assets 5,061
-----------
Total Current Assets 250,415
-----------
Property and equipment, net 456,064
-----------
Other Assets:
Software developed for licensing, net 1,518,474
Deposits and other 133,097
-----------
Total Other Assets 1,651,571
-----------
Total Assets $ 2,358,050
===========
Liabilities and Shareholders' Equity:
Liabilities:
Current portion of long-term debt $ 131,937
Accounts payable and accrued expenses 436,217
Customers deposits 449,375
Current portion of capital lease obligations 64,109
Income taxes payable to foreign jurisdiction 84,802
Deferred rent 16,854
-----------
Total Current Liabilities 1,183,294
-----------
Customers Deposits 295,500
Commitments and contingencies --
Shareholders' Equity:
Preferred stock, $.001 par value, 25,000,000
shares authorized, none issued --
Common stock $.001 par value, 100,000,000
shares authorized, 7,535,256 issued 7,536
Additional paid in capital 2,242,018
Accumulated deficit (1,370,298)
-----------
Total Shareholders' Equity 879,256
-----------
Total Liabilities and Shareholders' Equity $ 2,358,050
===========
See accompanying notes
F-3
Global Entertainment Holdings/Equities, Inc.
Consolidated Statements of Operations
Years ended December 31, 2005 and 2004
2005 2004
------------ ------------
Revenues $ 4,235,977 $ 4,195,842
Cost of Sales 1,424,122 2,178,577
Proprietary Software written off 186,563 --
------------ ------------
Gross Profit 2,625,292 2,017,265
------------ ------------
Operating Expenses:
Selling expenses 242,515 161,996
General and administrative expenses 1,700,913 2,235,307
Estimated loss and (Settlement) on
Internet Security Services Project (116,942) 241,436
------------ ------------
Total Operating Expenses 1,826,486 2,638,739
------------ ------------
Income (Loss) from Operations 798,806 (621,474)
------------ ------------
Other Income (Expense):
Interest income 10,877 2,125
Interest expense (73,349) (108,564)
Other income (expense) (23,513) (20,556)
------------ ------------
Net Other (Expense) (85,985) (126,995)
------------ ------------
Net Income (Loss) $ 712,821 $ (748,469)
============ ============
Basic Income (Loss) Per Share $ 0.09 $ (0.08)
============ ============
Diluted Income (Loss) Per Share $ 0.08 $ (0.08)
============ ============
Weighted average number of shares outstanding:
Basic 7,670,483 8,919,832
============ ============
Diluted 8,496,594 8,919,832
============ ============
See accompanying notes
F-4
Global Entertainment Holdings/Equities, Inc.
Consolidated Statements of Shareholders' Equity
Years ended December 31, 2005 and 2004
[Enlarge/Download Table]
Preferred Stock Common Stock Additional Retained Treasury Shares
---------------------- ---------------------- Paid-in Earnings --------------------
Shares Amount Shares Amount Capital (Deficit) Shares Amount Total
---------- -------- ---------- -------- ---------- ----------- ------- --------- -----------
Balance,
January 1, 2004 -- $ -- 10,560,296 $ 10,561 $3,254,320 $(1,334,650) 183,533 $(447,300) $ 1,482,931
Conversion of
promisory note -- -- 25,000 25 6,225 -- -- -- 6,250
Repurchase of
treasury stock -- -- -- -- -- -- 2,859,919 (571,984) (571,984)
Shares Retired -- -- (2,945,819) (2,946) (1,009,518) -- (3,009,352) 1,012,464 --
Net loss -- -- -- -- -- (748,469) -- -- (748,469)
---------- -------- ---------- -------- ---------- ----------- ------- --------- -----------
Balance,
December 31, 2004 -- $ -- 7,639,477 $ 7,640 $2,251,027 $(2,083,119) 34,100 $ (6,820) $ 168,728
Shares issued -- -- 102,500 103 10,097 -- -- -- 10,200
Shares acquired
and retired -- -- (206,721) (207) (19,106) -- (34,100) 6,820 (12,493)
Net Income -- -- -- -- -- 712,821 -- -- 712,821
---------- -------- ---------- -------- ---------- ----------- ------- --------- -----------
Balance
December 31, 2005 -- $ -- 7,535,256 $ 7,536 $2,242,018 $(1,370,298) -- $ -- $ 879,256
========== ======== ========== ======== ========== =========== ======= ========= ===========
See accompanying notes
F-5
Global Entertainment Holdings/Equities, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, 2005 and 2004
[Download Table]
2005 2004
----------- -----------
Cash Flows from Operating Activities:
Net Income (loss) $ 712,821 $ (748,469)
Adjustments to reconcile net Income (Loss) to
Net Cash Provided by Operating Activities:
Depreciation and amortization 639,613 1,078,473
Uncollectible Fees (recovered) written off (20,617) 43,372
Loss on disposal of property 33,313 20,556
Write off of prior year development costs
deemed obsolete 186,563 --
Gain on settlement of long term debt (10,810) --
(Settlement) estimated loss on
internet security project (116,942) 241,436
Change in Operating Assets and Liabilities:
Accounts receivable 386,885 141,197
Prepaid expenses 8,361 (7,471)
Other current assets 1,060 7,994
Other assets (3,082) 7,784
Accounts payable and accrued expenses (1,634) (153,042)
Deferred rent (19,995) (23,325)
Customer Deposits, net 597,875 --
----------- -----------
Net cash provided by operating activities 2,393,411 608,505
----------- -----------
Cash Flows from Investing Activities:
Purchase of equipment (284,823) (133,611)
Development of software (1,361,454) (433,704)
----------- -----------
Net cash used in investing activities (1,646,277) (567,315)
----------- -----------
Cash Flows from Financing Activities:
Payments on capital lease obligations (95,504) (76,464)
Proceeds from notes payable 50,000 663,364
Payments on notes payable (830,069) (629,529)
Issuance of common stock 10,200 --
Acquisition of Treasury Stock (12,493) (200,000)
----------- -----------
Net cash used in financing activities (877,866) (242,629)
----------- -----------
Net (decrease) increase in cash and
cash equivalents (130,732) (201,439)
Cash and Cash Equivalents - Beginning of Year 233,456 434,895
----------- -----------
Cash and Cash Equivalents - End of Year $ 102,724 $ 233,456
=========== ===========
See accompanying notes.
F-6
Global Entertainment Holdings/Equities, Inc.
Consolidated Statements of Cash Flows
Years ended December 31, 2005 and 2004
2005 2004
----------- -----------
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 73,349 $ 110,593
=========== ===========
Schedule of Noncash Investing and Financing Transactions
During the year ended December 31, 2005 and 2004,
the Company had the following noncash investing
and financing activities:
Acquisition of property and equipment through
long-term debt and capital lease obligations $ -- $ 296,974
=========== ===========
Treasury stock acquired through long-term debt $ -- $ 400,911
=========== ===========
Retirement of treasury stock $ 19,313 $ 1,012,464
=========== ===========
Conversion of promissory note to
common stock $ -- $ 6,250
=========== ===========
See accompanying notes.
F-7
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and General Matters
--------------------------------------------------------------
Organization and Description of Business
----------------------------------------
Global Entertainment Holdings/Equities, Inc. (the Company) was incorporated on
July 10, 1997, under the laws of the state of Colorado. The Company is engaged
in the conception and creation of digital entertainment software programs for
the gaming and wagering industry. The majority of the Company's licensees
operate in the Netherlands Antilles. The Company does not engage in any gaming
or wagering activities.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, IGW Software, N.V. (IGW), a Netherlands Antilles
Corporation and Prevail Online, Inc. (Prevail). All significant inter-company
transactions and balances have been eliminated in consolidation.
Liquidity
---------
The Company has incurred substantial losses in prior years. Historically, the
Company has relied on operating cash flows for its liquidity. The Company has a
working capital deficiency of $932,879. Debt payments of $131,937 and capital
lease obligations of $64,109 are due within the next year. Management has
implemented various cost saving programs as a result of these factors and
believes that third and related party financing will be available to enable the
Company to continue as a going concern. In early 2006, the Company obtained a
$200,000 loan from one of its shareholders to cover the Company's working
capital needs.
As a result of the foregoing, management has, from time-to-time considered, and
expects to continue to consider, strategic alternatives to maximize shareholder
value. In accordance with this strategy, the Company recently entered into a non
binding letter of intent with Bayshore Media Group, Inc., a recently organized
Nevada company. The primary asset of Bayshore Media Group consists of the
exclusive rights to fourteen full length feature films. The Company is
considering a proposal to acquire all of the outstanding common stock of
Bayshore Media Group from its shareholders in exchange for shares of its
restricted common stock. Concurrent with the proposed acquisition, the Company
would sell all of its assets to its chief executive officer and a group of
shareholders of the Company in consideration of these related parties returning
shares of outstanding common stock to treasury. Such shares would be cancelled.
Completion of the proposed transaction is subject to certain conditions,
including but not limited to, satisfactory completion of due diligence, approval
of each company's board of directors, clearing any regulatory issues and
approval by the Company's shareholders.
Concentration of Credit Risk and Economic Dependencies
------------------------------------------------------
The concentration of credit risk in the Company's accounts receivable with
respect to the gaming industry is mitigated by the Company's credit evaluation
process and reasonably short collection terms. Although the Company generally
does not require collateral, allowances for potential credit losses are
maintained as needed and such losses have been within management's expectations.
During the year ended December 31, 2005 and 2004, the Company derived its
software licensing fee revenue primarily from one customer. The loss of this
customer could adversely impact the Company's ability to continue as a going
concern.
The Company places its cash with financial institutions. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation up to
$100,000. Additionally, the Company maintains approximately $27,000 in foreign
bank accounts, which are not covered by the Federal Deposit Insurance
Corporation.
F-8
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and
General Matters (Continued)
-----------------------------------------------------------------------
Cash and Cash Equivalents
-------------------------
For purposes of the accompanying statement of cash flows, the Company considers
all funds on deposit with an original maturity date of three months or less to
be cash equivalents.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and payable, accrued and other current
liabilities and all debt approximate fair value due to their short maturity and
borrowing rates available to the Company.
Property and Equipment
----------------------
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 or the estimated lives of the assets.
Depreciation and amortization is computed on the straight line method.
Research and Development - Software Capitalized Costs
-----------------------------------------------------
The Company follows the guidance provided in Statement of Financial Accounting
Standards No. 86 "Accounting for the Costs of Computer Software to Be Sold,
Leased, or Otherwise Marketed" ("SFAS No. 86") regarding the accounting for the
costs of developing its products. Purchased software (i.e., software acquired
from a third party) is recorded at the lower of acquisition cost or net
realizable value. The Company develops software for licensing to its customers
and capitalizes software development costs when technological feasibility has
been established. Technological feasibility generally occurs at the time a
detailed plan is available and programming of the software code may begin.
Software development costs that qualify for capitalization include the salaries
and benefits of the software engineers assigned to the projects, other direct
and indirect costs associated with those salaries and benefits, internal and
external quality assurance testing costs and the costs of outsourced development
activities and independent product testing and certification labs. Software
development costs not qualifying for capitalization are expensed and classified
as maintenance expense in the cost of revenue. Product development expense and
the capitalization rate will fluctuate from period to period depending upon the
number and status of software development projects that are in process and the
related number of people assigned to those projects. Impairment will be
recognized in the period when impairment is deemed by management to have
occurred (see note 3 to the audited financial statements).
F-9
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and
General Matters (Continued)
-----------------------------------------------------------------------
Earnings per Common Share
-------------------------
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 antidilutive effect on diluted earnings per share are excluded from
the calculation.
Stock-Based Compensation Plans
------------------------------
In accordance with Statement of Financial Accounting Standards (SFAS) No. 123,
as amended by SFAS 148, "Accounting for Stock-Based Compensation", (SFAS 123),
the Company has elected to account for stock options issued to employees under
Accounting Principles Board Opinion No. 25, (APB 25), and related
interpretations, using intrinsic value. The Company accounts for stock issued to
consultants and for other services in accordance with SFAS 123.
Foreign Currency
----------------
Transactions in the Netherlands Antilles are recorded using United States
dollars as the functional currency.
Impairment of Long-Lived Assets
-------------------------------
The Company follows Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No.
144 requires that long-lived assets, including property and equipment, be
reviewed for impairment whenever events or changes in circumstances indicated
that their carrying amount may not be recoverable. The Company assesses its use
of the asset and records impairment losses when this amount is less than the
carrying amount. Impairment losses are recorded for the excess of the assets'
carrying amount over their fair value, which is generally determined based on
the estimated future discounted cash flows over the remaining useful life of the
asset using a discount rate determined by management at the date of the
impairment review. For the year ended December 31, 2004, management's impairment
review resulted in an impairment loss of $124,494, which is included in the
general and administrative expenses in the accompanying financial statements.
Revenue recognition
-------------------
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, and the license fee has been determined and
collectability of the license fee is probable (see note 3).
F-10
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and
General Matters (Continued)
-----------------------------------------------------------------------
Advertising
-----------
Advertising expenses are charged to operations during the period which they are
incurred. The Company expensed Advertising and Marketing expenditures in the
amount of $163,413 and $100,870 for the years ended December 31, 2005 and 2004,
respectively. These amounts are included in selling expense.
Income Taxes
------------
The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes", (SFAS 109). Under SFAS 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS 109, the effect of deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Segments of an Enterprise and Related Information
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separated financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.
Recent Accounting Pronouncements
--------------------------------
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment". This
statement revises FASB Statement No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees". SFAS No. 123 (R) focuses primarily on the accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123(R) requires companies to recognize in the statement
of operations the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (with
limited exceptions). This Statement, for small business issuers is effective as
of the first reporting period that begins after December 15, 2005. Accordingly,
the Company will adopt SFAS 123(R) in its first quarter of fiscal
F-11
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and
General Matters (Continued)
-----------------------------------------------------------------------
year 2006. The Company has determined that the adoption of the provisions of
SFAS 123(R) will not have a material impact on the Company's financial position
or results of operations.
In June of 2005, the FASB issued Statement of Financial Accounting Standards No.
154, ("SFAS 154"), "Accounting Changes and Error Corrections, a replacement of
APB Opinion No. 20, "Accounting Changes" and FASB Statement No. 3, "Reporting
Accounting Changes in Interim Financial Statements." SFAS 154 applies to all
voluntary changes in accounting principle and changes the requirements for
accounting for and reporting a change in accounting principle. SFAS 154 requires
the retrospective application to prior periods' financial statements of the
direct effect of a voluntary change in accounting principle unless it is
impracticable. APB No. 20 required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle.
The Company does not believe that any other recently issued, but not yet
effective accounting standards will have a material effect on the Company's
consolidated financial position, results of operations or cash flows.
Note 2 - Property, Equipment and Depreciation
------------------------------------
Property and equipment are depreciated over the estimated useful life of the
asset using the straight line method of depreciation. At December 31, 2005, the
Company had property and equipment as follows:
Estimated
Useful Lives
2005 (Years)
----------- ------------
Computer Equipment $ 2,333,059 3
Furniture and Fixtures 262,028 3
Equipment under capital leases 257,023 3
Office Improvements 22,981 3
Other 234,882 3
-----------
3,109,973
Less: accumulated depreciation and
amortization (2,653,909)
-----------
$ 456,064
===========
F-12
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 2 - Property, Equipment and Depreciation (continued)
-----------------------------------------------------------------------
Depreciation expense for the years ended December 31, 2005 and 2004, was
$394,561 and $441,510, respectively and is included in general and
administrative expenses. Amortization expense of equipment under capital leases
for the years ended December 31, 2005 and 2004, amounted to $86,659 and $85,674,
respectively. Accumulated amortization of equipment under capital leases
amounted to $202,180 as of December 31, 2005.
Note 3 - Software Developed for Licensing
--------------------------------
The Company expenses costs to internally create computer software until such
time as technological feasibility was established. Technological feasibility is
considered to be established when a detail program design is completed. After
the detailed program design has been established, the Company capitalizes the
costs of its software products it intends to license to the gaming and wagering
industry. Software development costs will be amortized on a straight-line
amortization of the product cost over the estimated three year useful life of
the product master. Since the product is subject to rapid technological
advances, the Company has elected to amortize its computer programs and software
held for licensing over a three-year period.
Revenue from the licensing of software programs is recognized when there is
persuasive evidence of an arrangement, delivery of access to the software, the
fee is fixed and determined, and collectibility is probable. The license
arrangements are not multiple elements, and license fees are recorded when the
four conditions above are achieved. Once the arrangement has been contractually
agreed upon, there are no customer cancellation privileges. Fees that the
Company may be entitled to are referred to as software licensing fees and are
recognized at such time as the licensee has earned revenues through the use of
the software and in accordance with the licensing agreement.
As of December 31, 2005, the software developed for licensing is comprised of
the following:
Estimated
Useful Lives
2005 (Years)
----------- ------------
Proprietary software 3,978,803 3
Less accumulated amortization (2,460,329)
-----------
$ 1,518,474
===========
During the years ended December 31, 2005 and 2004, the Company capitalized
$1,361,454 and $433,704, respectively in Proprietary Software primarily for the
new project software that IGW is developing. These capitalized expenses will be
amortized over a three year period. Amortization expense for the years ended
December 31, 2005 and 2004, was $158,390 and $551,289, respectively, and is
included in cost of sales. Additionally, during the development process of
Elements, the Company determined that some of the technology used in the early
stages of the development process was deemed obsolete, and therefore during 2005
the Company wrote off $186,563 of previously capitalized development costs.
F-13
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 4 - Long-Term Debt
The Company has the following long-term obligations:
2005
--------
Notes to shareholders, payable in monthly
installments, bearing interest at 15% and
due in various dates ranging from June to
August 2006 $ 59,453
Notes to former shareholder related to the
settlement agreement, payable in monthly
installments, bearing interest at 10% due in
April 7, 2006
72,484
--------
131,937
Less current portion 131,937
--------
Long-term debt $ -0-
========
Note 5 - Capital Lease Obligations
-------------------------
The Company leases certain equipment under non-cancelable capital lease
agreements expiring in various dates through 2006, with interest rates ranging
from 10% to 12%. The following is a schedule by years of future minimum lease
payments under capital leases together with the present value of the net minimum
lease payments as of December 31, 2005:
Year ending December 31, 2006
Future minimum lease payments $ 69,286
Less: amounts representing interest 5,177
--------
Present value of minimum lease payments 64,109
Less: current portion 64,109
--------
Long term portion of capital lease obligations $ -0-
========
F-14
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 6 - Stock Options
-------------
During 2005 and prior, the Company granted stock options to certain key and
other company employees pursuant to the Company's Stock Option Plan. Stock
issued to employees and directors have been recorded at the intrinsic value, if
any, in accordance with APB 25.
The following information is presented with respect to the Company's stock
options:
Number of Remaining
Shares Average Contractual
Under Exercise Average
Option Price Life
--------- -------- -----------
Outstanding at December 31, 2003 1,960,385 .87
Granted 228,250 .10 9
Expired or cancelled (147,000) 2.09
---------
Outstanding at December 31, 2004 2,041,635 .70
Granted 440,778 .15 10
Exercised (2,500) 0.08
Expired or cancelled (1,089,389) 1.02
---------
Outstanding at December 31, 2005 1,390,524 .30
=========
The exercise price and expiration dates of the outstanding granted and
outstanding as of December 31, 2005 are as follows:
Total Exercise
Year Options Price Expiration Date
---- --------- -------- -----------------
1998 157,875 $0.50 December 31, 2008
1999 201,038 $0.50 December 31, 2009
2001 110,000 $0.71 December 31, 2011
2002 130,500 $0.50 December 31, 2012
2003 132,083 $0.08 December 31, 2013
2004 200,250 $0.10 December 31, 2014
18,000 $0.15 December 31, 2014
2005 440,778 $0.15 December 31, 2015
---------
Total 1,390,524
=========
F-15
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 6 - Stock Options (Continued)
-------------------------
Had compensation expense been recorded for the Company's awards based on fair
value as calculated using the "Black Scholes" Model at the grant dates
consistent with the methodologies of SFAS No. 123, the Company's reported net
income (loss) available to common shareholders and earnings per share would have
been reduced to the pro forma amounts indicated below:
For the years ended December 31: 2005 2004
------------- -----------
Net income (loss) available to
common shareholders:
As reported $ 712,821 $ (748,469)
Deduct stock based compensation (61,838) (33,974)
------------- -----------
Pro forma $ 650,983 $ (782,443)
============= ===========
Basic earnings (loss) per share:
Common share as reported 0.09 (0.08)
Common share pro forma 0.08 (0.09)
Diluted earnings (loss) per share:
Common share as reported 0.08 (0.08)
Common share pro forma 0.08 (0.09)
Under SFAS 123, the value of options granted during 2005 and 2004 was estimated
on the date of grant using the Black Scholes model with the following
assumptions: Risk-free interest rate 4.6% for 2005 and 4% for 2004, dividend
yield - 0% for 2005 and 2004, volatility 177.2% and 161.9% for 2005 and 2004,
and a remaining life of the option ranging from 6 to 10 years for 2005 and 2004.
Note 7- Earnings Per Share
------------------
Earnings per share has been calculated in accordance with SFAS No. 128. Basic
earnings (loss) per share is computed by dividing the earnings and losses
allocated to each class of equity by the weighted average number of shares
outstanding for each class during the period. Diluted earnings (loss) per share
is computed the same as basic earnings (loss) per share except the denominator
is adjusted for the effect of common share equivalents outstanding during the
period if their effect is dilutive. The following table sets forth the
computation of basic and diluted net income (loss) per share for the years
indicated:
F-16
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 7- Earnings Per Share (continued)
------------------------------
2005 2004
---------- ----------
Net Income (Loss) $ 712,821 $ (748,469)
---------- ----------
Weighted-average common stock shares used
to compute basic net income (loss) per share 7,670,483 8,919,832
Effect of dilutive common stock equivalents:
Options to purchase common stock 791,111 --
Warrants to purchase common stock 35,000 --
---------- ----------
Weighted-average common stock shares used
to compute diluted net income (loss) 8,496,594 8,919,832
---------- ----------
Net income (loss) per share basic $ 0.09 $ (0.08)
---------- ----------
Net income (loss) per share diluted $ 0.08 $ (0.08)
---------- ----------
Common stock options and warrants are excluded from diluted loss per share for
the year ended December 31, 2004, as their inclusion would be anti-dilutive.
At December 31, 2004 the Company had no convertible instruments that could
create a dilutive effect on outstanding shares.
Note 8 - Income Taxes
------------
The Company's tax expense differs from the "expected tax expense for
the year ended December 31, 2005 and 2004(computed by applying the Federal and
State corporate tax rate of 38.6%), as follows:
2005 2004
--------- ---------
Computed "expected" tax benefit (expense) $(275,133) $ 254,479
Effect of income of foreign subsidiary
taxed at foreign tax rate 301,918 ( 15,668)
Change in valuation allowance (26,785) (238,811)
--------- ---------
Income tax expense $ -- $ --
========= =========
F-17
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 8 - Income Taxes (Continued)
------------------------
The tax effect of temporary differences that give rise to significant
portions of deferred tax assets and liabilities are as follows at December 31:
2005 2004
----------- -----------
Net operating loss carryforwards $ 1,404,037 $ 1,377,252
Deferred tax valuation allowance (1,404,037) (1,377,252)
----------- -----------
Deferred tax asset $ -- $ --
=========== ===========
As of December 31, 2005, the Company had net operating loss carryforwards of
approximately $4,239,800 for income tax purposes. The losses expire in various
dates ranging from 2008 through 2025.
Note 9 - Operating Leases
----------------
The Company leases its office facilities and computer equipment under various
operating leases expiring on various dates through June 2008. In addition, the
Company leases server space under an operating lease agreement expiring in June
2006 and an operating lease agreement expiring December 31, 2006. The following
is a schedule by years of future minimum rental payments required under
operating leases that have initial or remaining noncancelable lease terms in
excess of one year as of December 31, 2005:
Year ending December 31,
------------------------
2006 230,300
2007 143,200
2008 72,500
----------
Total minimum lease payments $ 446,000
==========
Rent expense for the years ended December 31, 2005 and 2004 amounted
to approximately $223,000 and $221,000, respectively. In connection with its
office lease, at December 31, 2005 the Company has a certificate of deposit that
serves as collateral for an outstanding letter of credit in favor of the lessor.
The certificate of deposit is included in other assets in the accompanying
financial statements.
F-18
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 10 - Commitments and Contingencies
-----------------------------
Employment Agreements
---------------------
The Company has an employment agreement with the Chief Executive Officer that
provides for annual salary of $156,000, plus annual incentive cash and stock
option bonus under a varying formula. There is no termination date to the
contract, however, should there be a change in control at any time, the Company
is obligated to pay one year's equivalent salary plus the prior year's bonus as
severance pay.
Additionally, the Company has an employment agreement with the Chief Financial
Officer that provides for an annual salary of $126,000, plus an annual incentive
cash and stock option bonus under a varying formula. The term of the agreement
is one year with successive automatic renewals.
Also, the Company has an agreement with an information technology firm to
provide oversight and management of the company's information systems and
development activities. The individual performing the services is a shareholder.
The agreement provides for payments of $10,000 per month.
Legislative Risks and Uncertainties
-----------------------------------
The Company and its subsidiaries are not directly involved in internet gaming.
However, the Company has software licensing agreements with licensees who are
involved in internet gaming. Some governmental jurisdictions have adopted or are
in the process of reviewing legislation to regulate or prohibit internet gaming.
The uncertainty surrounding the regulation or prohibition of internet gaming
could have a material adverse effect on the Company's business, revenues,
operating results and financial condition.
Some U.S. government agencies regard online wagering to be illegal. Although the
Company does not conduct any online wagering, there is a risk that criminal or
civil proceedings could be initiated in the United States or other jurisdictions
against the Company and/or its employees, and such proceedings could involve
substantial litigation expenses, penalties, fines, diversion of the attention of
key executives, injunctions or other prohibitions being invoked against the
Company and/or its employees. Such proceedings could have a material adverse
effect on the Company's business, revenues, operating results and financial
condition.
F-19
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 10 - Commitments and Contingencies (continued)
-----------------------------------------
Litigation
----------
On November 27, 2002, the Company filed a complaint against a shareholder and
former officer. On March 25, 2004, the Company entered into a settlement
agreement in relation to this matter. The agreement provides for total
consideration in cash and notes payable of $644,000. As part of the settlement,
the Company received 2,859,919 shares of its common stock which have been
cancelled.
Note 11 - Related Party Transactions
--------------------------
The total amount of interest paid on shareholder debt and charged to operations
to related parties during 2005 and 2004 totaled approximately, $24,700 and
$34,000, respectively.
Note 12 - Customer Deposits
-----------------
During the year ended December 31, 2005, the Company received $550,000 in
deposits from one Licensee and $194,875 in deposits and advance payments from a
new licensee. Under the terms of the deposits with its Licensee, $275,000 is
payable to the Licensee within six months of acceptance of the Company's release
of its new software, Elements. Additionally, $174,375 of advance payments will
be recognized as income on the release of Elements. The balances of all deposits
are due on termination of the software licensing agreements.
Note 13 - Settlement of Estimated Loss on Internet Security Service Project
-----------------------------------------------------------------
During the year ended December 31, 2004, the Company invested funds in an
Internet Security Service Project. In connection with this project, the Company
acquired computer equipment and software and entered into various contracts for
bandwidth, network management and hosting facilities with a remaining
contractual obligation of fifteen months as of December 31, 2004. During the
fourth quarter ended December 31, 2004, the Company determined that the costs
associated with this activity would likely exceed the future benefits. In the
year ending December 31, 2004, the Company recognized the losses associated with
the cancellation of contractual obligations and the impairment losses related to
the computer equipment and software. In May and June of this year, the Company
reached settlements with the former vendors involved at amounts below what had
been estimated, and accordingly, a recovery on the obligation established at
December 31, 2004, has been presented as a negative amount in the general and
administrative expenses in the statement of operations for the year ended
December 31, 2005.
F-20
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Notes to Financial Statements
Note 14 - Segment Information
-------------------
The Company has adopted FASB Statement No. 131, "Disclosures About Segments of a
Business Enterprise and Related Information." The Company is managed in two
geographical Segments; The United States of America and Curacao, Netherlands
Antilles.
[Download Table]
Software
Development
Management (Netherlands
(USA) Antilles) Total
-------------- ------------ -----------
December 31, 2005
Revenues $ -- $ 4,235,977 $ 4,235,977
Operating Income (Loss)(1) 4,131 794,675 798,806
Total Assets 323,010 2,035,040 2,358,050
Depreciation and Amortization 84,983 554,630 639,613
December 31, 2004
Revenues $ 10,750 $ 4,185,092 $ 4,195,842
Operating Income (Loss)(1) 2,032,962 (2,654,436) (621,474)
Total Assets 407,476 1,667,125 2,074,601
Depreciation and Amortization 164,461 914,012 1,078,473
------------
(1) Operating income (loss) by segment is net of management fees charged
between the companies
F-21
Dates Referenced Herein and Documents Incorporated by Reference
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