SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q/SB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2002
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
GLOBUS INTERNATIONAL RESOURCES CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 88-0203697
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Wall Street
Suite 518
New York, N.Y. 10005
- --------------------------------------- ----------
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: 212-558-6100
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
4,245,872 shares, $.001 par value, as of May 6, 2002 (Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date)
Page 1 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
MARCH 31, 2002
(Unaudited)
I N D E X
Page No.
--------
Part I - Financial Information:
Item 1. Consolidated Financial Statements (Unaudited):
Balance Sheets
As at March 31, 2002 and September 30, 2001 .......... 3
Statements of Operations
For the Six Months Ended
March 31, 2002 and 2001 .............................. 4
Statements of Changes in Stockholders' Equity
For the Six Months Ended March 31, 2002
and Year Ended September 30, 2001 .................... 5
Statements of Cash Flows
For the Six Months Ended
March 31, 2002 and 2001 .............................. 6
Notes to Consolidated Financial Statements ........... 7-15
Page 2 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31,
2002 September 30,
(Unaudited) 2001
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 148,927 $ 46,087
Accounts receivable 2,561,606 1,737,905
Inventories 134,525 137,024
Other assets 15,600 41,200
----------- -----------
Total current assets 2,860,658 1,962,216
----------- -----------
Property assets - at cost,
net of accumulated depreciation 3,734 7,748
----------- -----------
Prepaid costs 47,334 47,334
----------- -----------
Other assets:
Goodwill net of accumulated amortization 82,207 89,087
Security deposits 9,440 9,440
----------- -----------
Total other assets 91,647 98,527
----------- -----------
$ 3,003,373 $ 2,115,825
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable $ 1,297,984 $ 1,307,675
Notes payable - related parties 760,202 644,009
Accounts payable 1,355,747 671,439
Accrued expenses and other current
liabilities - related parties 103,825 103,825
Accrued expenses and other current liabilities 65,929 73,259
----------- -----------
Total current liabilities 3,583,687 2,800,207
----------- -----------
Commitments and contingencies -- --
Stockholders' equity:
Common stock, $.001 par value, authorized -
50,000,000 shares, issued and outstanding -
3,277,872(as retroactively
adjusted for reverse stock split) at
March 31,2002 and September 30,2001,
respectively 3,278 3,278
Additional paid-in capital 5,365,563 5,365,563
Deficit (5,949,155) (6,053,223)
----------- -----------
(580,314) (684,382)
----------- -----------
$ 3,003,373 $ 2,115,825
=========== ===========
See accompanying notes to consolidated financial statements.
Page 3 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Three
Months Ended Months Ended
March 31, March 31,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net sales $ 5,930,772 3,543,457 $ 2,871,734 $ 2,664,778
Cost of goods sold 5,657,718 3,336,019 2,756,772 2,555,145
----------- ----------- ----------- -----------
Gross profit 273,054 207,438 114,962 97,805
----------- ----------- ----------- -----------
Operating expenses:
Selling 47,612 46,877 25,034 20,629
General and administrative 62,191 69,410 35,337 34,500
Depreciation and amortization 10,894 11,780 6,697 14,953
Allowance for doubtful accounts 32,500 -- 17,500 5,890
----------- ----------- ----------- -----------
153,197 128,067 84,568 61,009
----------- ----------- ----------- -----------
Income (loss) from operations 119,857 79,371 30,394 36,796
----------- ----------- ----------- -----------
Other income (expense):
Interest income -- -- -- 0
Interest expense (14,958) (93,832) (2,282) (49,669)
----------- ----------- ----------- -----------
Total other income (expense) (14,958) (93,832) (2,282) (49,669)
----------- ----------- ----------- -----------
Income (loss) before
income taxes 104,899 (14,461) 28,112 (7,094)
Provision for income taxes 831 (1,755) 831 468
----------- ----------- ----------- -----------
Income (loss) 104,068 (12,706) $ 27,281 $ ( 7,562)
=========== =========== =========== ===========
Net income (loss)
per common share $ .032 $ (.004) $ .008 $ (.002)
=========== =========== =========== ===========
Weighted average number
of shares outstanding,
as retroactively adjusted
for reverse stock split 3,277,872 3,211,205 3,277,872 3,211,205
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
Page 4 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND YEAR ENDED SEPTEMBER 30, 2001
Common Shares Additional
------------------------ Paid-in- Accumulated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
Balance at September 30, 2000 9,633,616 9,634 5,331,207 (6,060,670)
Common shares issued for
consulting fees 200,000 200 27,800
One for three reverse split (6,555,744) (6,556) 6,556
Net income for the year ended
September 30, 2001 -- -- -- 7,447
Balance at September 30,2001 3,277,872 3,278 5,365,563 (6,053,223)
Net income for six months
ended March 31, 2002 -- -- -- 104,068
---------- ---------- ---------- ----------
Balance at March 31, 2002 3,277,872 3,278 5,365,563 (5,949,155)
========== ========== ========== ==========
Page 5 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
March 31,
----------------------
2002 2001
--------- ---------
Cash flows from operating activities:
Net income (loss) $ 104,068 $ (12,706)
--------- ---------
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 10,894 11,780
Charge to bad debt allowance 32,500 0
Issuance of stock in lieu of salaries and fees -- 0
Charge to inventory reserve -- 0
Increase (decrease) in cash flows as a
result of changes in asset and liability
account balances:
Accounts receivable (831,201) (117,220)
Inventories 2,499 --
Prepaid expenses 600 (119,809)
Accounts payable 684,308 153,308
Accrued expenses and other current liabilities:
Related parties -- --
Other (7,330) (81,570)
Income taxes -- --
--------- ---------
Total adjustments (107,730) (153,511)
--------- ---------
Net cash provided by (used in) operating
activities (3,662) (166,217)
--------- ---------
Cash flows from investing activities:
Acquisition of property assets 0 0
Restricted cash -- 0
Security deposit -- (6,440)
--------- ---------
Net cash used in investing activities 0 (6,440)
--------- ---------
Cash flows from financing activities:
Proceeds from (payments of) lines of credit (9,691) (49,206)
Proceeds from note payable-related parties 116,193 266,119
--------- ---------
Net cash provided by (used in) financing activities 106,502 216,913
--------- ---------
Net increase (decrease) in cash and cash equivalents 102,840 44,256
Cash and cash equivalents at beginning of year 46,087 34,712
--------- ---------
Cash and cash equivalents at end of year $ 148,927 $ 78,968
========= =========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 14,959 $ 93,832
========= =========
Taxes paid $ 831 $ 5,522
========= =========
See accompanying notes to consolidated financial statements.
Page 6 of 15
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - BASIS OF PRESENTATION.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position as of March 31, 2002. The results of operations
for the six months ended March 31, 2002 and 2001 and cash flows for the
six months ended March 31, 2002 and 2001 are not necessarily indicative of
the results to be expected for the full year.
The September 30, 2001 consolidated balance sheet has been derived from the
audited consolidated financial statements at that date included in the Company's
annual report. These unaudited financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's annual report on.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
(a) Description of Business:
The Company has embarked on a major expansion of its international trade
activity by operating a multi-lingual, Internet-based portal that allows
international buyers and sellers of commercial and industrial products to engage
in electronic commerce seamlessly, efficiently, and in their own native
languages. The Company contracted e-GlobusNet Corp., the developer of the
software, to provide electronic commerce among businesses in various countries.
This software is being used currently by the Company to sell its own products
but as of yet the Company is not deriving revenue from other users of the site.
e-GlobusNet Corp. had been asked to expand the features of the software. In
April, 2002 the Company exchanged 968,000 shares for the ownership of
e-GlobusNet Corp., which results in the ownership of the software. (see Note 6)
The Company can operate either as a broker or a principal in electronic
commercial transactions. Over the past year it had been functioning primarily as
a principal between companies in Russia and the Ukraine and those in Western
Europe because of its strong background and experience in dealing with the
languages and cultures of the Eastern Bloc countries. Many Western European
countries prefer to deal with Globus as a principal rather than dealing directly
with companies in Russia and the Ukraine.
Page 7 of 15
In situations where Globus will act as a broker on the e-GlobusNet Corp.
portal, it will receive a commission of 1% each from buyer and seller. As a
principal, the Company can generate gross profit margins of 5% to 10%, or
higher, depending on the transaction. For further discussion on
E-GlobusNet.corp., see Footnote 6.
The Company had two wholly-owned subsidiaries at March 31, 2002,Globus
Food Systems Corp., and Shuttle International. Globus Food Systems exports meat,
meat by-products, cheese, fish, and other high-end food products from
manufacturers in Western Europe to Russia and the Ukraine. It represents over
96% of the current total revenues of the Company. It also has entered into a new
contract with a major tire manufacturer in Russia, with rubber purchased from a
supplier in Southeast Asia. Initial sales orders took place in the last quarter
of fiscal 2001. Profit margins on these sales are expected to be between
20-25%.Shuttle International exports auto parts from U.S. manufacturers to
Russia and the Ukraine. Shuttle accounts for about 4% of the total revenues of
the Company.
The Company was originally incorporated on October 24, 1984, under the name
Ross Custom Electronics ("Ross") and was engaged in the electronics business. On
May 6, 1995, Globus Food Systems International Corp., a privately held Delaware
corporation, was merged into Ross. On October 18, 1996, Globus Food Systems
International Corp. changed its name to Globus International Resources Corp., to
reflect a reflect a broadening of its exporting business to include non-food
products. Its food exporting business was transferred to a new, wholly-owned
subsidiary called Globus Food Systems Corp., a New York corporation formed in
September, 1996.
(b) Principles of Consolidation:
The accompanying consolidated financial statements as at March 31, 2002
and September 30, 2001 and for the six months ended March 31, 2002 and 2001
include the accounts of Globus International Resources Corp. and its
subsidiaries, Shuttle International, Ltd. and Globus Foods International, Inc.
All material intercompany transactions and balances have been eliminated in
consolidation.
(c) Revenue Recognition:
The Company recognizes revenues in accordance with generally accepted
accounting principles in the period in which its products are shipped to its
customers. The Company records expenses in the period in which they are
incurred, in accordance with generally accepted accounting principles.
(d) Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
(e) Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
(f) Concentrations of Credit Risk:
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and trade accounts
receivable. The Company places its cash with high credit quality financial
institutions which at times may be in excess of the FDIC insurance limit.
Concentrations of credit risk with respect to trade accounts receivable are
generally limited due to the Company's requiring the prepayment from certain
customers of up to 50% of each sale prior to shipment. Additionally, the
accompanying financial statements reflect an allowance for doubtful accounts of
$2,898,175 and $2,890,675 at March 31, 2002 and September 30, 2001,
respectively.
(g) Inventories:
Inventories, consisting principally of finished goods, are valued at the
lower of cost (first-in, first-out method) or market. The accompanying financial
statements reflect an allowance for the disposal of inventory of $1,692,818 at
March 31, 2002 and September 30, 2001.
(h) Property and Equipment:
The cost of property and equipment is depreciated over the estimated useful
lives of the related assets of 5 to 7 years. The cost of leasehold improvements
is amortized over the lesser of the length of the related leases or the
estimated useful lives of the assets. Depreciation is computed on the
straight-line method for financial reporting purposes. Repairs and maintenance
expenditures which do not extend original asset lives are charged to income as
incurred.
Page 8 of 15
(i) Goodwill:
Goodwill arising from the acquisition of a subsidiary's minority interest
in 1996 is being amortized over a fifteen-year period. Amortization charged to
operation was $6,880 and 4,380 for the six months ended March 31, 2002 and 2001,
respectively.
(j) Per Share Data:
Net income (loss) per share was computed by the weighted average number of
shares outstanding during each period as retroactively adjusted for the 1 for 3
reverse stock split in January, 2001.
NOTE 3 - PROPERTY ASSETS.
Property assets consist of:
March 31, September 30,
2002 2001
------------ -------------
Data processing and office equipment $ 63,331 $ 63,331
Furniture and fixtures 21,283 21,283
Automobiles and trucks 43,687 43,687
--------- ---------
128,301 128,301
Less: Accumulated depreciation 124,567 120,553
--------- ---------
$ 3,734 $ 7,748
========= =========
Depreciation expense charged to operations for the six months ended
March 31, 2002 and 2001 amounted to $4,014 and $7,400, respectively.
Security Deposits:
Security deposits are comprised of rent deposits relating to various leaseholds
which the Company occupies of which $3,000 is for warehouse space leased from a
related party.(see note 4)
Page 9 of 15
NOTE 4 - RELATED PARTY TRANSACTIONS.
(a) Notes Payable:
A stockholder and the Company entered into a loan agreement in April 1996
whereby the stockholder acquired the Company's 7% interest bearing note $125,000
at par. The note was originally payable in full plus accrued interest on March
31, 1997. On April 30, 1997, the note was amended and the due date was extended
to April 30, 1998. Accrued interest payable on these loans aggregated $45,500 at
March 31, 2002 and September 30, 2001, respectively, and is included in
accrued expenses-related party. No interest was charged in the three months
ended March 31, 2002 as the stockholder has waived the right to accrue more
interest at this time. In May 1997, the stockholder agreed to subordinate his
loan to a bank which the Company owes $1,220,617. The stockholder has extended
the due date indefinitely and has verbally agreed not to demand payment of the
debt as long as any portion of the line of credit is outstanding.
On August 26, 1996, the parents of the Company's President purchased
Shuttle's 15% interest bearing $20,000 note at par. The note, as amended, is
repayable in full with no definite repayment date. No interest was charged for
the six months ended March 31, 2002 and 2001. Accrued interest payable to
these individuals of $7,750 is included in accrued expenses-related party at
March 31, 2002 and September 30, 2001, respectively. These creditors have
agreed to subordinate this indebtedness to a bank which the Company owes
$1,220,617 and also have verbally agreed not to demand payment of the debt as
long as any portion of the debt is outstanding.
During the first quarter of fiscal 2000, three shareholders of the Company
loaned the Company $156,000 due to the current cash needs of the business. In
October, 2000, $65,000 was loaned to the company by one shareholder. This same
shareholder loaned another $235,000 to the Company in January, 2001, $150,000 in
April, 2001 $25,000 in October, 2001,and an additional 125,000 in February and
March,2002.As of March 31, 2002,$134,874 was paid back to the shareholders.
These amounts have no definite repayment terms and the shareholders have agreed
not to require the accrual of interest.
(b) Rent Payable:
Globus and Shuttle lease warehouse space from an entity controlled by three
of the Company's officer/directors. Rent charged to operations in the six months
ended March 31, 2002 and 2001 was $5,610 and 4,200, respectively,of which
$52,075 was unpaid and included in accrued expenses - related parties at March
31, 2002 and September 30, 2001, respectively. The leases which expire in 2003
require aggregate monthly rentals of $700.
Page 10 of 15
NOTE 5 - FINANCING ARRANGEMENT.
(i) SHORT-TERM DEBT:
At March 31, 2002, the Company had various credit facilities
available:
A bank note exists for direct borrowings and acceptances in the amount
of $1,220,617 on direct borrowings, currently at 12% interest per
annum. The line was originally $3,000,000, however due to the inability
of the Company to pay any portion of the balance in the last two years,
the line has been limited to what is outstanding currently. The line is
collateralized by a first lien on all corporate assets not previously
pledge or collateralized. One of these shareholders and the parents of
another have subordinated notes payable due them by the Company to the
bank. The Company is presently in discussions to sell a building owned
by the three officers, of which the proceeds will be paid to the bank.
At that point, the Company expects to restructure the present debt
arrangement in order to pay it off in the future. This is expected to
occur in the next quarter.
The Company has lines of credit with two other banks totalling $100,000
in the aggregate.This $100,000 is guaranteed by an officer of the
Company. Interest during the six months ended March 31, 2002 and 2001
was charged at various rates of 5.75% to 12%.
Page 11 of 15
NOTE 5 - FINANCING ARRANGEMENT: (CONTINUED)
SHORT-TERM DEBT: (CONTINUED)
March 31, September 30,
2002 2001
------------ -------------
Bank borrowing outstanding at March 31, 2002 and
September 30, 2001 amounted to:
Acceptances payable under the $1,220,617 bank note $1,220,617 $1,220,617
Other bank loans payable (2) under $100,000 credit-line 77,367 87,058
---------- ----------
$1,297,984 $1,307,675
========== ==========
(ii) RELATED PARTIES:
On April 7, 1996, the Company borrowed $125,000 from an
officer/stockholder. The repayment date is indefinite as of March 31,
2002. Interest had been accrued until September 30, 2000 at 7%. Per
approval of the shareholder, no interest has been accrued since. On
August 26, 1996 the Company borrowed $20,000 from a parent of its
President as evidenced by a 15% note. The note has no definite
repayment date. Per the noteholder's approval, no interest was accrued
in fiscal 2002 and 2001. Both of these notes are subordinated to a bank
(see above) in connection with the granting of a note to the Company by
the bank. As long as any balance is outstanding under this note, the
note holders have verbally agreed not to demand payment of the notes
and to subordinate such notes to this bank.
Page 12 of 15
NOTE 6 - COMMON STOCK.
(a) COMMON STOCK ISSUED FOR SERVICES RENDERED:
In fiscal 2000,500,000 shares were issued to two different consultants
in lieu of cash payments for the exclusive rights to use certain
software which is the basis for the portal described in Footnote 1.
200,000 shares were issued to another consultant in lieu of cash
payments for services related to developing the business plan to the
internet based portal. The market value of the shares recorded was
recorded as prepaid costs based on the fact that this product has not
been fully completed as of March 31, 2002 and as of April, 2002 the
Company used the shares as a downpayment towards buying the software
outright.
(b) REVERSE STOCK SPLIT:
In January, 2001, a one for three reverse stock split was executed by
the Company. This was done in order to facilitate the acquisition of
another company, E-Globus Net Corp., which owned the specialized
"Business to Business" software described in Footnote 1. It will become
a wholly owned subsidiary of Globus International Resources in
April,2002. After the split, 9,833,616 shares outstanding became
3,277,872 shares. In acquiring E-Globus Net Corp., the Company issued
968,000 shares to E-Globus Net Corp. shareholders from the treasury of
Globus, under Rule 144 of SEC's Security Act of 1933, in exchange for
all the shares of E-Globus Net Corp. After the acquisition, there were
4,245,872 shares outstanding.
(c) WARRANTS:
The Company had 1,822,756 common shares reserved for issuance upon the
exercise of warrants at $3.625. These warrants expired on June 30,
2001.
Page 13 of 15
NOTE 7 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.
The Company is comprised of two business segments. The distribution of food
products, rubber and stationary (food products) and the distribution of auto
paint and parts. Set forth below are sales, operating income, capital
expenditures, depreciation and identifiable assets of the segments.
For the Six
Months Ended
March 31, 2002
-----------------
Net sales (000's):
Food products $ 5,693
Other 238
------------
$ 5,931
============
Operating income (loss) (000's):
Food products $ 87
Other 33
------------
$ 120
============
Depreciation (000's):
Food products $ 7
Other 4
------------
$ 11
============
Identifiable assets (000's):
Food products $ 2,835
Other 168
------------
$ 3,003
============
Page 14 of 15
NOTE 8 - COMMITMENTS AND CONTINGENCIES.
Leases:
The Company is a lessee under 3 operating real property leases for office and
warehouse space. Rent expense charged to operations for the six months ended
March 31, 2002 and 2001 was $33,296 and $44,035, respectively. Future minimum
annual rent commitments as of the Company's fiscal year end are as follows:
Years Ended September 30, 2002-2003 $96,480
Page 15 of 15