FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 30, 1998 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-23491 GLOBAL MEDIA CORP. (Exact name of registrant as specified in its charter) NEVADA 91-1842480 (State of incorporation) (IRS Employer ID No.) 83 Victoria Crescent Nanaimo, British Columbia, Canada V9R 5B9 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (250) 716-9949 Indicate by check mark whether the 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of May 15, 1998, the Registrant had 19,890,831 shares of Common Stock outstanding. Transitional Small Business Disclosure Format (check one); Yes No X ----- ----- THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. Part I Financial Information ------------------------------ Item 1 - Financial Statements. For the nine months ended April 30, 1998, and 1997 (both unaudited) and each of the years in the three year period ended July 31, 1997. CONSOLIDATED FINANCIAL STATEMENTS GLOBAL MEDIA CORP. For the nine months ended April 30, 1998 and 1997 (both unaudited) and each of the years in the three year period ended July 31, 1997 REPORT OF INDEPENDENT AUDITORS To the Shareholders of GLOBAL MEDIA CORP. We have audited the consolidated balance sheets of Global Media Corp. as at July 31, 1997 and 1996 and the consolidated statements of income (loss), retained earnings (deficit) and cash flows for each of the years in the three year period ended July 31, 1997. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance 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. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at July 31, 1997 and 1996 and the results of its operations and the changes in its financial position for each of the years in the three year period ended July 31, 1997 in accordance with accounting principles generally accepted in the United States of America. Vancouver, Canada /s/ November 20, 1997 Chartered Accountants Global Media Corp. CONSOLIDATED BALANCE SHEETS (in US dollars) As at July 31, As at --------------------- April 30, 1998 1997 1996 $ $ $ - - ----------------------------------------------------------------------------- (Unaudited) ASSETS Current Cash 12,846 121,890 15,905 Accounts receivable, net of allowance for doubtful accounts of $ 53342 ( July 31, 1997 13,307;1996 $ 4,058) 60,962 58,838 105,841 Inventory 6,194 15,469 35,628 Prepaid expenses 11,917 917 1,515 Advances to affiliated companies [note 3] 75,449 77,778 Loan receivable from shareholder [note 3] 18,203 - - ----------------------------------------------------------------------------- 167,368 274,892 177,092 Capital assets [note 5] 169,687 20,566 11,420 - - ----------------------------------------------------------------------------- 337,055 295,458 188,512 - - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities 129,036 94,649 83,727 Accrued wages payable to shareholder & spouse [note 3] 58,195 Taxes payable 41,700 30,124 25,195 Due to affiliated company [note 3] 1,872 Due to shareholder [note 3] 45,064 84,090 5,444 - - ----------------------------------------------------------------------------- 215,800 208,863 174,433 Deferred revenue 12,062 - - ----------------------------------------------------------------------------- 215,800 220,925 174,433 - - ----------------------------------------------------------------------------- Shareholders' equity Share capital [note 6] 11,892 11,059 Additional paid in capital [note 6] 543,525 128,641 Unissed share capital (note 6) 144,001 1 Retained earnings (deficit) (438,946) (209,145) 14,486 Cumulative translation adjustment 4,784 (23) (408) - - ----------------------------------------------------------------------------- 121,255 74,533 14,079 - - ----------------------------------------------------------------------------- 337,055 295,458 188,512 - - ----------------------------------------------------------------------------- See accompanying notes Global Media Corp. CONSOLIDATED STATEMENTS OF INCOME (LOSS) (in US dollars) Nine Months Ending April 30, Years ended July 31, ---------------------- ---------------------------------- 1998 1997 1997 1996 1995 $ $ $ $ $ - - -------------------------------------------------------------------------------------- (unaudited) (unaudited) Revenue Sales 844,882 1,382,526 1,617,528 1,745,061 552,003 Commission earned 18,362 17,083 20,204 10,154 64,250 - - -------------------------------------------------------------------------------------- 863,244 1,399,609 1,637,732 1,755,215 616,253 Cost of sales 413,124 529,692 755,446 764,619 289,519 Commission paid 139,352 507,594 621,597 543,894 150,932 - - -------------------------------------------------------------------------------------- Gross margin 310,768 362,323 260,689 446,702 175,802 - - -------------------------------------------------------------------------------------- General and administrative expenses [note 3] Advertising and marketing 8,123 14,298 22,452 100,485 61,906 Amortization 16,678 3,333 3,957 1,917 416 Bad debts 50,495 6,127 11,131 4,096 525 Bank charges, interest and financing fees 14,484 10,488 15,766 38,734 12,085 Foreign Exchange 7,673 Professional fees 90,746 23,723 63,003 7,888 2,004 Office and miscellaneous 125,150 139,726 180,597 90,438 58,300 Travel 26,453 14,389 26,088 16,880 6,294 Wages and benefits 200,767 87,566 46,694 140,024 35,831 - - -------------------------------------------------------------------------------------- 540,569 299,650 369,688 400,462 177,361 - - -------------------------------------------------------------------------------------- Income (loss) before provision for income taxes (229,801) 62,673 (108,999) 46,240 (1,559) Income taxes [note 4] 10,354 - - -------------------------------------------------------------------------------------- Net income (loss) for the year (229,801) 62,673 (108,999) 35,886 (1,559) - - -------------------------------------------------------------------------------------- Net income (loss) per common share (0.01) 0.00 (0.01) 0.00 0.00 - - -------------------------------------------------------------------------------------- See accompanying notes Global Media Corp. CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT) (in US dollars) Nine Months Ending April 30, Years ended July 31, ---------------------- ---------------------------------- 1998 1997 1997 1996 1995 $ $ $ $ $ - - -------------------------------------------------------------------------------------- (unaudited) (unaudited) Balance, beginning of year (209,145) 14,486 14,486 (21,400) (6,774) Net income (loss) for the year (229,801) 62,673 (108,999) 35,886 (1,559) - - -------------------------------------------------------------------------------------- (438,946) 77,159 (94,513) 14,486 (8,333) Dividends declared and paid (114,632) (13,067) - - -------------------------------------------------------------------------------------- Balance, end of year (438,946) 77,159 (209,145) 14,486 (21,400) - - -------------------------------------------------------------------------------------- See accompanying notes Global Media Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS (in US dollars) Nine Months Ending April 30, Years ended July 31, ---------------------- ---------------------------------- 1998 1997 1997 1996 1995 $ $ $ $ $ - - -------------------------------------------------------------------------------------- (unaudited) (unaudited) OPERATING ACTIVITIES Net income (loss) for the year (229,801) 62,673 (108,999) 35,886 (1,559) Items not requiring an outlay of funds Amortization 16,678 3,333 3,957 1,917 416 Services settled through share issuance 50,449 - - -------------------------------------------------------------------------------------- (162,674) 66,006 (105,042) 37,803 (1,143) Changes in non-cash operating working capital Accounts receivable (2,124) 52,804 47,216 (103,292) (3,495) Inventory 9,275 14,981 20,233 (17,551) (18,203) Prepaid expenses (11,000) 858 599 (1,291) Accounts payable and accrued liabilities 34,387 (30,477) 11,090 29,560 54,329 Accrued wages payable (58,195) (58,527) 58,737 Taxes payable 11,576 (10,962) 5,034 12,728 12,551 Advances from (repayments to) shareholder (39,026) (28,722) 79,266 5,358 (6,993) Advances to/from affiliated companies 2,329 (28,506) (80,309) 23,204 (21,075) Deferred revenue (12,062) 12,062 - - -------------------------------------------------------------------------------------- Cash provided by (used in) operating activities (169,319) (22,213) (68,378) 45,256 15,971 - - -------------------------------------------------------------------------------------- INVESTING ACTIVITIES Purchase of capital assets (165,414) (7,317) (13,209) (9,652) (4,165) Decrease (increase) in loan receivable from shareholder 18,203 18,306 (18,372) - - -------------------------------------------------------------------------------------- Cash provided by (used in) investing activities (165,414) 10,886 5,097 (28,024) (4,165) - - -------------------------------------------------------------------------------------- FINANCING ACTIVITIES Dividends (114,632) (13,067) Share subscriptions 221,267 283,700 Increase (decrease) in bank indebtedness (6,318) 6,247 - - -------------------------------------------------------------------------------------- Cash provided by (used in) financing activities 221,267 0 169,068 (6,318) (6,820) - - -------------------------------------------------------------------------------------- Effect of exchange rate changes on cash 4,422 (736) 198 (143) 54 Increase in cash during the year (109,044) (12,063) 105,985 10,771 5,040 Cash, beginning of period 121,890 15,905 15,905 5,134 94 - - -------------------------------------------------------------------------------------- Cash, end of period 12,846 3,842 121,890 15,905 5,134 - - -------------------------------------------------------------------------------------- 0 Cash is represented by: Cash 12,846 121,890 121,890 15,905 Term Deposits 5,134 - - -------------------------------------------------------------------------------------- 121,890 121,890 15,905 5,134 - - -------------------------------------------------------------------------------------- Interest - paid 4,470 331 357 Income taxes paid 9,278 - - -------------------------------------------------------------------------------------- See accompanying notes Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Global Media Corp. (the "company") was incorporated on April 8, 1997 in the State of Nevada and is engaged in providing internet-integrated call centre services from its location in Nanaimo, Canada, and marketing of direct to home satellite hardware and programming services to both commercial and private individuals primarily in Western Canada. The Company commenced its internet-integrated call centre operation in September of 1997. On May 20, 1997 the Company issued 8,000,000 common shares and paid $100,000 in cash for all of the outstanding shares of Westcoast Wireless Cable Ltd. ("Westcoast Wireless"), a company which markets direct to home satellite hardware and programming services. Westcoast Wireless is contracted as an agent for the sales of certain satellite hardware and programming services, therefore the majority of the purchases are sourced from a single supplier. These financial statements reflect the continuity of interests of the former shareholder of Westcoast Wireless, due to the continuation of common control, and are prepared on the following basis: In the consolidated balance sheet at July 31, 1996 the assets, liabilities and retained earnings of the Company represent the assets, liabilities and retained earnings of Westcoast Wireless at that date. The consolidated statements of income (loss), retained earnings (deficit), and cash flows for the years ended July 31, 1995 and 1996 and for the period from August 1, 1996 to May 20, 1997 (included in the results for the year ended July 31, 1997) as well as the unaudited nine month period ended April 30, 1997 represent the results of operations and changes in financial position of Westcoast Wireless during that period. References to "the Company" in these financial statements include Westcoast Wireless (for events occurring prior to May 20, 1997). The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 2. SIGNIFICANT ACCOUNTING POLICIES INVENTORY Inventory is recorded at the lower of actual cost, using the first in, first out method, and net realizable value. CAPITAL ASSETS AND AMORTIZATION Capital assets are recorded at cost. Amortization has been calculated using the methods and rates as follows, except in the year of acquisition when one half of the rate is used. Call centre infrastructure 20% declining balance Office furniture and equipment 20% declining balance Software 20% declining balance Computer equipment 30% declining balance Leasehold improvements 5 year straight line REVENUE RECOGNITION Revenues are recorded at the time of installation for hardware sales, and at contract inception for sales of programming. Revenues from the Call Centre are recognized on a straight line basis over the length of the contract. FOREIGN CURRENCY TRANSLATION The assets and liabilities of the Company's foreign subsidiary, Westcoast Wireless, are translated into US dollars at fiscal year and exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. The resulting translation adjustments are recorded as a separate component of shareholders' equity. Monetary assets and liabilities of the Company denominated in a foreign currency are translated at period end exchange rates. Other balances are recorded at rates in effect on the dates of the transaction. Exchange gains and losses arising are reflected in net income for the period. Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 2. SIGNIFICANT ACCOUNTING POLICIES (contend) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company's management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Actual results may differ from those estimates. FINANCIAL INSTRUMENTS The financial instruments of the Company are carried at values which approximate fair value. 3. RELATED PARTY TRANSACTIONS April 30, July 31, 1998 1997 1996 $ $ $ - - ----------------------------------------------------------------------------- (unaudited) Loan receivable from shareholder and spouse - - 18,203 Advances to affiliated companies 75,449 77,778 - Due to affiliated company - - (1,872) Due to shareholder (45,064) (84,090) (5,444) Accrued wages payable to shareholder and spouse - - (58,195) - - ----------------------------------------------------------------------------- The loan receivable from the shareholder was non-interest bearing and was fully repaid on January 31, 1997. Other related party balances are non-interest bearing and without specific terms of repayment. The affiliated companies are related to Global Media Corp. through common control. The fair value of the balances are not determinable since they have no fixed repayment terms. Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 3. RELATED PARTY TRANSACTIONS (cont'd) During the nine months ended April 30, 1998, the Company's consolidated statement of income (loss) includes the following related party transactions: * wages and benefits expense $64,269 [1997 - $53,513], to a shareholder and spouse. * income from recharge of wages $ nil [1997 - $ 72,610], to a company related through common control. During the year ended July 31, 1997 the Company's statement of income (loss) includes the following related party transactions: * advertising and marketing expense $nil [1996 - $73,421; 1995 - $20,237], to a company related through common control. * wages and benefits expense $45,565 [1996 - $147,752; 1995 - $33,859], to a shareholder and spouse. * income from recharge of wages of $72,610 [1996 - $19,824; 1995 - $nil], to a company related through common control. 4. INCOME TAXES The actual income tax expense attributable to earnings for the years ended July 31, 1997, 1996 and 1995 and the nine month periods ended April 30, 1998 and 1997 differed from the amounts computed by applying combined statutory income tax rates to pretax earnings as a result of the following; April 30, July 31, --------------------- ----------------------------------- 1998 1997 1997 1996 1995 $ $ $ $ $ - - -------------------------------------------------------------------------------------- (unaudited) (unaudited) Tax provision at combined statutory income tax rate (37,923) (2,684) (16,694) 10,173 (343) Benefit of operating loss carryforwards - - - (719) - Other, net - - - 900 - Losses for which no tax benefit has been recognized 37,923 2,684 16,694 - 343 - - -------------------------------------------------------------------------------------- - - - 10,354 - - - -------------------------------------------------------------------------------------- At July 31, 1997 the Company has operating loss carryforwards available to reduce future taxable income. $ 24,857 expires in 2004 and $ 25,297 expires in 2005. A deferred tax asset has not been recognized in respect of these amounts as their future utilization does not meet the more likely than not' test prescribed by Financial Accounting Standard No. 109. Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 5. CAPITAL ASSETS Accumulated Net Book Cost Amortization Value $ $ $ - - ----------------------------------------------------------------------------- APRIL 30, 1998 (unaudited) Office furniture and equipment 19,440 4,292 15,148 Computer equipment 58,480 8,511 49,969 Leasehold improvements 8,640 1,081 7,559 Call Center Infrastructure 83,473 6,261 77,212 Software 22,019 2,220 19,799 - - ----------------------------------------------------------------------------- 192,052 22,365 169,687 - - ----------------------------------------------------------------------------- JULY 31, 1997 Office furniture and equipment 9,794 2,576 7,218 Computer equipment 8,814 2,187 6,627 Leasehold improvements 2,029 709 1,320 Software 6,001 600 5,401 - - ----------------------------------------------------------------------------- 26,638 6,072 20,566 - - ----------------------------------------------------------------------------- JULY 31, 1996 Office furniture and equipment 8,917 1,439 7,478 Computer equipment 3,404 510 2,894 Leasehold improvements 1,415 367 1,048 - - ----------------------------------------------------------------------------- 13,736 2,316 11,420 - - ----------------------------------------------------------------------------- Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 6. SHARE CAPITAL Apr. 30, 1998 July 31, '97 July 31, '96 # # # - - ------------------------------------------------------------------------------ AUTHORIZED Common shares, par value of $0.001 each 200,000,000 200,000,000 200,000,000 ISSUED Common shares 19,890,831 11,059,400 Unissued common shares 8,288,000 8,000,000 - - ------------------------------------------------------------------------------ ISSUED: Additional Common Share Paid in Shares Capital Capital # $ $ - - ------------------------------------------------------------------------------ At April 30, 1998 Common Shares 11,059,400 11,059 128,641 Common shares issued for cash 730,533 731 364,536 Common shares issued for other than cash consideration: - - - Consideration for shares in Westcoast Wireless (note 1) 8,000,000 1 - In kind services 100,898 101 50,348 - - ------------------------------------------------------------------------------ At April 30, 1998 (unaudited) Common shares 19,890,831 11,892 543,525 - - ------------------------------------------------------------------------------ As at July 31, 1997, 8,000,000 shares issued in consideration for the shares in Westcoast Wireless and 288,000 of the shares issued for cash had not been issued; however, legal agreement for the issue of these shares were in place at July 31, 1997, therefore the amounts were recorded as unissued share capital of $1 and $144,000 respectively as at July 31, 1997. All of these shares were issued in the five month period ended December 31, 1997. As at December 31, 1997, 42,898 common shares have been issued in kind for rent of property while the remaining 58,000 have been issued in exchange for professional services (8,000), consulting (14,200) and wiring the computer and telephone infrastructure at the call centre (35,800). In addition, 442,533 were issued for cash in the first five month period ending December 31, 1997. Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 6. SHARE CAPITAL (con't) Effective April 8, 1997 the company adopted, subject to shareholder approval, the 1997 Directors and Officers Stock Option Plan (the "Plan). The Plan is administered by the Board of Directors who have sole discretion and authority to determine individuals eligible for awards under the Plan. The Plan provides for issuance of a total of 500,000 options with an exercise price of US$0.50 per share, within a period of 10 years from the effective date. The conditions of exercise of each grant are determined individually by the Board at the time of the grant. At April 30, no options were outstanding under the Plan. 7. SEGMENTED INFORMATION The Company's business operations are grouped into two industry segments: Satellite Sales & Service - Westcoast Wireless Cable Principally the marketing of direct to home satellite hardware and programming services to both commercial and private individuals primarily in Western Canada. Westcoast Wireless Cable commenced operations in the 1995 fiscal year. CALL CENTER SERVICES - GLOBAL MEDIA CALL CENTER Principally in providing internet integrated call centre services to US based clients from its location in Nanaimo, Canada. The Global Medial Call Centre commenced operations in September of 1997. Nine Months Ended Nine months Year April 3, 1998 ended ended - - -------------------------------------------------------------------------------------- Call Center Cable Consolidated April 30, July 31, 1997 1997 $ $ $ $ $ - - -------------------------------------------------------------------------------------- (unaudited)(unaudited) Total revenue 261,954 601,290 863,244 1,399,608 1,637,732 Net Income (loss) (22,758) (207,043) (229,801) (62,673) (108,999) Amortization 14,093 2,585 16,678 3,333 3,957 Identifiable assets 219,157 117,898 337,055 120,057 295,458 Capital expenditures 161,310 4,104 165,414 7,032 13,209 - - -------------------------------------------------------------------------------------- Global Media Corp. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS All amounts as of April 30, 1998 and for the nine (in US dollars) months ended April 30, 1998 and 1997 are unaudited. 8. COMMITMENTS AND CONTINGENCIES (a) Global Media entered into a commercial lease for office space effective October 1, 1997, and will pay a total of $ 31,972 per year for the next five years ending September 30, 2002. (b) Following a decision by the Federal Court of Appeal of Canada in November 1997, with respect to the sale of US satellite and programming services in Canada, the management of Westcoast Wireless decided to withdraw from this business, and to terminate its existing warranty agreements for such equipment. It is management's opinion that fulfillment of the warranty agreements would involve the Company transacting in illegal business, and that any liability resulting for this decision would not have a significant adverse effect on the financial position of the Company. Item 2 - Management's Discussion and Analysis or Plan of Operation. (a) Liquidity In the quarter, the Company made strides toward improving its liquidity. The call center operation was able to reach a break-even level for the third quarter ending April 30, 1998. The Company was able to reduce overhead by approximately $25,000/month by closing the Aldergrove office. The Aldergrove office was no longer required because the Company was no longer importing US satellite dishes for sale in Canada; operations were centralilzed at the Nanaimo office. (b) Capital Resources The Company continues to meet its obligations. The decrease in cash flow for the nine months ended April 30, 1998 was $109,044. The Company has continued to invest in developing its communications center. Purchase of capital assets for the nine months ended April 30, 1998 totaled $165,414. The Company is in the process of seeking long term debt financing using its wholly owned assets of the call center as collateral under a lease/buy-back program. If favorable terms can be obtained, the proceeds, not expected to exceed $100,00, be will be used to purchase new equipment and for working capital. The Company has been able to meet its current cash needs through operations. The Company has not sought funding thorugh any outside sources for the third quarter ending April 30, 1998. (c) Results of Operations For the three months ending April 30, 1998, the Company incurred a net loss of $1,801 and now has a net loss for the nine months ending April 30, 1998, of $229,801. Sales for the quarter ending April 30, 1998 were $152,000 contributing to total revenue of $863,000 for the nine month period ending April 30, 1998. While the Company continues to invest in its call center infrastructure and add strength to its existing database, the Company has been able to reach a break even stage of operations during the third quarter. Part II - Other Information --------------------------- Item 1 - Legal Proceedings. There are no proceedings to report. Item 2. - Changes in Securities. There are no changes to report. Item 3. - Default Upon Senior Securities. There are no defaults to report. Item 4. - Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of Security holders during the third quarter of fiscal 1998. Item 5. - Other Information. The Registrant filed its Amendment Number 1 to Form 10-SB on May 16, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL MEDIA CORP. Dated: June 17, 1998 /s/Michael Metcalfe Michael Metcalfe Chairman, President, Secretary and Treasurer /s/Robert Fuller Robert Fuller Director, Chief Executive Officer /s/Winston V. Barta Winston V. Barta Director, Vice President of Marketing and Business Development /s/Dennis Morgan Dennis Morgan Director /s/Jack D. McDonald Jack D. McDonald Director