1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K AMENDMENT

Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Year Ended December 31, 1998
Commission File No. 33-20323

GLOBENET INTERNATIONAL I, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware 75-2224643
------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)

2301 Crown Court, Irving, Texas 75038
-------------------------------------------------
(Address of Principal Executive Offices-zip code)

(972) 893-4000
----------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

On December 31, 1998, the closing price at which Registrant's common
stock sold was $1.125 per share. At such date, 4,852,605 shares of Registrant's
Common Stock were held by non-affiliates. Based upon the price at such date, the
aggregate market value of Registrant's voting stock held by non-affiliates on
that date was $5,459,181 (4,852,605 shares times $1.125 per share).

As of December 31, 1998, Registrant had outstanding 13,862,205 shares
of Common Stock

GLOBENET INTERNATIONAL I, INC.

FORM 10-K AMENDMENT
YEAR ENDED DECEMBER 31, 1998

INDEX

PAGE

ITEM 1 BUSINESS 3
ITEM 2 PROPERTIES 6
ITEM 3* LEGAL PROCEEDINGS* 6
ITEM 4* SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS* 7
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 8
ITEM 6 SELECTED FINANCIAL DATA 10
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION 11
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 17
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS 18
ITEM 11 EXECUTIVE COMPENSATION 22
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 23
MANAGEMENT
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24
ITEM 14* EXHIBITS*, Financial Statement Schedules and Reports on 25
Form 8-K

* AMENDED

SIGNATURES

2
3

ITEM 3. LEGAL PROCEEDINGS

Neither Registrant nor any of its officers or directors are parties to
any material legal proceedings or litigation other than as set forth below.

Don Whigham, et al., Plaintiffs vs. Clinton H. Howard, Royal BodyCare,
Inc. and GlobeNet International, Inc., Defendants, in County Court at Law No. 3,
Dallas County, Texas, Cause No. 97- 08040-C. On August 28, 1997, Plaintiffs,
former distributors of RBC products, sued Defendants asserting causes of action
for, inter alia, breach of contract and fraud in connection with their dealings
with Defendants as distributors. Plaintiffs have not specified the amount of
actual damages, exemplary damages or other damages sought by them in this
action. Defendants have filed an answer denying all the material allegations of
Plaintiffs' petition and asserting counter-claims for breach of contract,
negligence and tortuous interference with business relations. Defendants' motion
to compel arbitration was denied; and this denial has been appealed. This case
is not currently set for trial.

Naterra International Inc., Plaintiff, vs. Royal BodyCare, Inc.,
Defendant, in the 68th Judicial District Court, Dallas County, Texas, Cause No.
98-5504. On July 17, 1998 Plaintiff, a former manufacturer of RBC products, sued
Defendant asserting a cause of action for an alleged breach of a Sales and
Manufacturing Agreement dated May 22, 1995. Plaintiff is also asserting a claim
for $4,946 based upon a sworn account. Plaintiff has not specified the amount of
damages being sought under the breach of contract claim, but Plaintiff has not
plead exemplary or punitive damages. . Defendant has answered denying all of the
material allegations by Plaintiff, and Defendant has asserted affirmative
defenses, as well as filing a counter-claim against Plaintiff for breach of
contract, negligence and breach of warranties. The case is not yet set for
trial.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Registrant held its Annual Meeting of Shareholders on July 10, 1998, at
which the following matters were voted upon by the shareholders:

Election of Directors. Clinton H. Howard, Andrew V. Howard,
Steven E. Brown, Forrest E. Watson, R. Leon York and Frank E. Franasiak were
elected to serve as Directors until the next Annual Meeting of Shareholders.

1998 Stock Option Plan. An incentive stock option plan for
persons rendering services for Registrant covering 500,000 shares of its Common
Stock was approved as a non-qualified plan under the Internal Revenue Code.

Reincorporation in Nevada. Registrant will reincorporate under
Nevada law with essentially the same Articles of Incorporation as presently in
effect under Delaware law.

Independent Certified Public Accountants. The shareholders
approved the appointment of Osborn, Swalm, Thomas & Associates, P.L.L.C., as
Registrant's independent certified public accountants.

3
4

ITEM 13 EXHIBITS

Ex. No. Description
- ------- -----------

3.1 Registrant's Articles of Incorporation (1)

3.2 Registrant's By-Laws (1)

4.1 Specimen copy of Certificate for Registrant's Common Stock (1)

4.2 Specimen copy of Registrant's 10% Convertible Notes issued in 1997
(2)

4.3 Registrant's 1998 Stock Option Plan for its Directors, Employees and
Consultants (2)

4.4 Stock Purchase Agreement dated 10/27/97 with Dr. M. G. Robertson (2)

10.1 10 year Lease Agreement as of 8/1/98 with CIIF Associates L.P. for
office/warehouse (2)

10.2 Exclusive License Agreement with Flanagan Technologies for its
Microclusters (2)

10.3 Form of Registrant's Member Agreement and Policies with its
Distributors (2)

27 Financial Data Schedule

(1) Incorporated by reference to Registrant's Form 8-K for
Mighty Power Merger 4/1/97

(2) Filed herewith

4
5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

GLOBENET INTERNATIONAL I, INC.,

a Delaware corporation

Date: May 7, 1999. By: /S/ CLINTON H. HOWARD
------------------------------------
Name: Clinton H. Howard
Title: President

6
Pursuant to the requirements to the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
Registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ CLINTON H. HOWARD
--------------------------------- Chairman of the Board of
Clinton H. Howard Directors and President May 7, 1998

/s/ STEVEN E. BROWN
--------------------------------- Director, Vice President &
Steven E. Brown Chief Financial Officer May 7, 1998

/s/ ANDREW V. HOWARD, J.D.
--------------------------------- Director, Vice President &
Andrew V. Howard, J.D. General Counsel May 7, 1998

--------------------------------- Director
Forrest E. Watson, Ph.D. ---------------------

--------------------------------- Director
Frank Franasiak ---------------------

INDEX TO EXHIBITS