U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
Commission file number 0-24709
GLOBUS INTERNATIONAL RESOURCES CORP.
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(Name of Small Business Issuer in its Charter)
Nevada #88-0203697
- - ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two World Trade Center, Suite 2400, New York, N.Y. 10048
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(Address of principal executive offices) (Zip Code)
(212) 839-8000
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(Issuer's telephone number, including Area Code)
Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
----------------------------------------
(Title of class)
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 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 definative proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its fiscal year ended September 30, 1999 were
$11,972,814.
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. $925,140 as of January 31, 2000.
The number of shares outstanding of the issuer's common stock as of January 31,
2000 was 7,771,616 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents or the indicated portions thereof are incorporated
herein by reference into the indicated portions of this Annual Report on Form
10-KSB:______________________________________________________________.
Transitional Small Business Disclosure Format (check one):
Yes |X| No |_|
PART I
ITEM 1. Description of Business.
The Company was incorporated on October 24, 1984 under the name Ross Custom
Electronics ("Ross") and was originally engaged in the electronics business. On
May 6, 1995, Globus Food Systems International Corp., a privately held Delaware
corporation engaged in the business of exporting food supplies, was merged into
Ross. Ross subsequently changed its corporate name to Globus Food Systems
International Corp. On October 18, 1996, Globus Food Systems International Corp.
changed its corporate name to Globus International Resources Corp. ("Globus" or,
the "Company") to reflect a broadening of its exporting business to include
non-food related products and services. In September 1996, the Company formed a
New York corporation, Globus Food Systems International Corp. ("Globus Foods"),
a wholly owned subsidiary, which conducts its food exporting business.
On December 11, 1996 the Company acquired, from Messrs. Serge Pisman, Yury
Greene and Herman Roth, the Company's principal shareholders, and others, all of
the issued and outstanding capital stock of Shuttle International, Inc.
("Shuttle"), in exchange for 2,500,000 shares of the Company's common stock.
Shuttle is engaged in the business of exporting non-food products, principally
auto parts and western clothing and accessories.
The Company's principal place of business is located at Two World Trade
Center, Suite 2400, New York, NY 10048. The Company is engaged, through Globus
Foods, in the marketing and exporting of foods from the United States, and
certain European countries, primarily to Russia and former USSR republics (also
referred to as the Commonwealth of Independent States ("CIS"), for resale to
supermarkets and restaurants. The Company has also arranged for the export of
acrylic auto paint to Russia.
The Company is a full service distributor exporting a variety of food
products from selected quality manufacturers in the United States and Europe to
the Russian and Eastern European marketplace through Globus Foods. Certain of
these manufacturers sell their products in these territories exclusively through
Globus Foods. The Company sells dairy and meat products, seafood, instant soups,
deli products and some other grocery items. Russian warehouse facilities for
food products are generally inadequate and the Company plans to improve existing
facilities and develop new warehouses in Russia in order to provide consumers
with broad access to American and European food products.
Meats, sausages and deli products comprise approximately eighty-six percent
(86%) of all of the Company's food items. Dairy products and seafood constitute
approximately six percent (6%) and five percent (5%) respectively. The remaining
three percent (3%) include instant soups and various other grocery items. The
shipment of these food products generally increase in October, November and
February due to the observance of traditional national and religious holidays,
although there can be no assurance.
In October 1996, the Company commenced export to Russia of acrylic auto
paint. In connection therewith, the Company entered into an agreement in May
1996 with Fruit Impex S.A., a Panamanian corporation, to acquire acrylic auto
paint valued at $2,819,400 in exchange for 56,389 shares of the Company's common
stock (adjusted for the Company's reverse stock split).
On September 12, 1997, the Company entered into a letter of understanding
with Globe Meat Technology Ltd. ("GMT Denmark"), a Danish corporation, and Globe
Meat Technology Poland S.A. ("GMT Poland"), a Polish corporation. The letter of
understanding contemplates the entry by the parties into a commercial trade
agreement whereby the Company would export pork products to Russia and other CIS
countries. Pursuant to such an agreement, the Company, with the assistance of
GMT Poland, would open a $2,000,000 revolving line of credit in its own name at
a Polish bank. As of September 30,1999 this has not yet occured. The Company
would purchase pigs from Polish farmers for delivery to GMT Poland. GMT Poland
would then slaughter the pigs and process the meat according to the Company's
specifications, based upon the market for such meat products in Russia and
other CIS countries. At a future date to be determined, the Company will have
an option either to receive 30% of the net profits of GMT Poland or to purchase
a 30% equity interest in GMT Poland at a purchase price of $2,000,000.
GMT Denmark is a Danish company which develops meat processing plants
(based on Danish technology and know-how), globally, to promote Danish
technology and meat products for export. Although Russia and other CIS states
ceased the regulation of prices in 1992, Russia reinstated certain price
regulations in 1995. From time to time, the federal government of Russia, as
well as certain regional authorities, place direct price limitations on certain
products and subsidize products in order to maintain certain price levels. In
some cases, these governments place restrictions on profits which can be derived
from sales of food products. Although there can be no assurance, Russia and the
other CIS states frequently experience shortages of grain and other food
products. Such shortages may result in higher prices and in greater reliance on
foreign food producers and distributors, such as the Company.
SHUTTLE INTERNATIONAL, LTD.
On December 11, 1996, the Company acquired all of the issued and
outstanding shares of capital stock of Shuttle International, Ltd. ("Shuttle").
Shuttle is engaged in the distribution and exportation of non-food products such
as auto parts and clothing, primarily to Russia and the CIS states. Distribution
and exportation of non-food products are generally made in the same geographic
areas involved with the Company's food business.
Shuttle supplies auto parts and accessories to large wholesalers,
auto-service repair shops and automotive parts stores. These repair shops and
stores service exclusively automotive needs for automobiles not made in Russia
or the CIS. Shuttle ships to its large wholesaler customers container loads, on
a weekly basis, by air as well as sea. Shuttle has established relationships
with large U.S. wholesalers and manufacturers, as well as local dealers.
Shuttle is an exclusive supplier of American western clothing to the
"Texas" chain of Western wear clothing and apparel stores in Moscow, Russia. The
Company supplies jeans, shirts, outerwear, hats, belts, boots, etc. from
American manufacturers to Russian retailers and wholesalers.
The Company's food and non-food distribution and exporting businesses
contribute approximately ninty-five percent (95%) and five percent (5%) of
gross revenues, respectively, during fiscal 1998.
ITEM 2. Description of Property.
The Company, pursuant to a five-year agreement with the Port Authority of
New York and New Jersey, leases approximately 2,840 square feet of space for an
administrative, clerical and executive office for the Company's export business
at 2 World Trade Center, Suite #2400, New York, NY 10047. The term of the lease
commenced on February 15, 1996. Annual rent payments are $62,484 in years one
and two, and $68,160 in year three, in years four and five, the company agreed
to renting less space in exchange for annual reduced rent of 52,800. Under the
terms of the Agreement, the Port Authority has the right to terminate this
Agreement without cause, subject to certain conditions, at any time on one
hundred eighty (180) days' notice to the Company. There is another lease with
a warehouse in Georgia, United States to store paint with an annual rent of
$36,000. This lease is renewable on January 1, 2002. The Company also has a
lease with 1616 Mermaid Associates for a five year term which commenced on
January 1, 1995 for approximately 1,000 square feet at 1616 Mermaid Avenue,
Brooklyn, New York 11224. The annual rent is $12,000. The Company has an option
to renew this lease for an additional five year term with annual rent increased
by 9%.
Shuttle, pursuant to a five year lease agreement with 1616 Mermaid
Associates, leases approximately 1,000 square feet of space for its export
business at 1616 Mermaid Avenue, Brooklyn, New York 11224. The term of the lease
commenced on March 1, 1994. The annual rent is $18,000.
1616 Mermaid Associates is owned by Messrs. Serge Pisman, Herman Roth and
Yury Greene, the Company's President, Secretary and Treasurer, respectively.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the shareholders during the fourth
quarter of fiscal 1999.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters.
The Company's Common Stock trades under the symbol "GIRC" on the OTC
Bulletin Board. The market for the Company's Common Stock is limited, sporadic
and highly volatile. The following table sets forth the high and low bid prices
per share of the Company's Common Stock during fiscal 1999, as reported by the
OTC Bulletin Board. These prices reflect inter-dealer prices, without retail
mark-ups, mark-downs or commissions, and may not necessarily represent actual
transactions.
High Low
---- ---
Fiscal 1999
First Quarter .20 .10
Second Quarter .20 .18
Third Quarter .18 .06
Fourth Quarter .06 .05
The number of shareholders of record as of September 30, 1999 was 76.
It is the present policy of the Company not to pay cash dividends. Any
payment of cash dividends in the future will depend upon the amount of funds
legally available for that purpose, the Company's earnings, financial condition,
capital requirements and other factors that the Board of Directors may deem
relevant.
ITEM 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto contained elsewhere in
this Annual Report.
General
The Company was incorporated in October 1984 as Ross Custom Electronics
("Ross"). Ross was engaged in the electronics business. During fiscal 1993,
1994 and through June 1995, Ross had virtually no operations. On March 15,
1995, Ross merged with Globus Food Systems International Corp. which was
accounted for as a pooling of interests. On October 18, 1996, the
Company changed its name to Globus International Resources Corp.("Globus").
Globus, in August 1995, commenced operations by acquiring food and paint
products from domestic and European suppliers and selling those products to
wholessalers in Russia abd other former U.S.S.R. countries (also refered to as
the Commonwealth of Independent States ("CIS")).
On December 11, 1996, the Company acquired all of the issued and
outstanding capital stock of Shuttle International, Ltd. ("Shuttle") of which
90% was accounted for in a transaction similar to a pooling of interests and the
remaining 10% minority interest was accounted as a purchase acquisition with a
recognition of goodwill of $137,000. Shuttle is engaged in the distribution and
exportation of non-food products such as auto parts and clothing primarily to
Russia and the CIS states or, generally, the same geographic areas involved with
the Company's food business. Shuttle previously maintained an International
Seminars Department which provided directors and management of large and medium
sized Russian companies with western banking, financial systems and accounting
seminars at the World Trade Center Institute in New York City. Previously
Shuttle, in cooperation with a Canadian modular housing manufacturer, had built
modern cottages in an exclusive Moscow suburb. All houses were prebuilt in
Canada and shipped in sea containers. Both the seminar and housing venture
operations have been discontinued.
The revenues and expenses of the Company from October 1, 1993 to June 30,
1995 were generated solely by Shuttle. Globus commenced acquiring inventory in
May 1996 and sales commenced in August 1996.
RESULTS OF OPERATIONS
Comparison of the Year Ended September 30, 1999 to 1998
Revenues decreased $7,685,195(39.1%) in the year ended September 30, 1999
to $11,972,814 from $19,658,009 for the year ended September 30, 1998. The
decrease is attributable to a decrease in the food products segment of
$6,761,000(37%) coupled with a decrease in the sale of auto parts and clothing
to Russian customers, down $924,000. The cost of sales in 1999 of $11,599,832
was $7,596,308(40%) lower than the 1998 cost of sales of $19,196,140. The reason
for the low gross margin was the substantially lower revenues in 1999. The
actual margins on sales of food products, auto parts and clothing were similar
to the prior year.
Selling expenses decreased $384,796(64%) during 1999 to $216,150 or 1.8% of
sales as compared to $600,946 or 3.1% of sales in 1998. The decrease is due to
the related decrease in sales activity.
General and administrative costs decreased $414,675(54.0%) to 3.4% of net
sales in 1999 from $766,821(4.1% of net sales) in 1998. This decrease arises
from the lesser volume in sales, in addition to substantial cuts in employee
salaries. Depreciation and amortization decreased 57,075(33%) to $113,489 (.9%
of sales) from $170,564(.8% of sales) in 1998. This decrease is the result of
certain deferred financing and consulting costs being fully amortized prior to
the end of fiscal 1999.
Interest income remained relatively constant in both periods, whereas
interest expense decreased $161,536 to $214,095 in 1999, due to the large
decrease in overall purchases from vendors which are primarily done through
lines of credit, in addition to the elimination of convertible debt.
The 1999 net loss of $608,329 is an increase in income from the net loss of
$1,748,296 in 1998, the result of the major writedowns of inventory ($600,000)
and accounts receivable ($420,000) in 1998 compared to $100,000 and $100,000,
respectively in 1999. The loss in both years was mainly caused by the collapse
of the Russian economy in the latter part of 1998.
Comparison of the Year Ended September 30, 1998 to 1997
Revenues increased $4,269,000 (27.7%) in the year ended September 30, 1998
to $19,658,000 from $15,389,000 for the year ended September 30, 1997. The
increase is attributable to an increase in the food products segment of
$5,089,000 (39%) coupled with a decrease sale of auto paint products to Russian
customers, down $1,809,000. Sales of clothing and other auto parts increased
$256,000. The cost of sales in 1998 of $19,196,000 was $5,184,000 (37%) higher
than the 1997 cost of sales of $14,013,000. A significant reason for the low
gross margin was the writedown of $500,000 of paint inventories at September 30,
1998. The actual margins or sales of food products, auto parts and clothing were
similar to the prior year, however the cost of sales also reflects the above
mentioned writedown.
Selling expenses increased $170,000 (40%) during 1998 to $600,000 or 3.1%
of sales as compared to $429,000 or 8% of sales in 1997. The increase is due to
the variable expenses resulting from the increased sales volume.
General and administrative costs increased $155,000 (30%) to 3.9% of net
sales in 1998 from $594,000 (4.0% of net sales) in 1997. This increase arises
from additional personnel costs in fiscal 1998. Depreciation and amortization
increased $60,000 (55%) to $170,000 (.8% of sales) from $110,000 (.7% of sales)
in 1997, which is the result of additional amortization of goodwill and
deferred consulting contracts in 1998 as well as the addition of $47,000 of
fixed assets.
Interest income remained relatively constant in both periods, whereas
interest expense increased $348,000 to $345,000 in 1998, due to the large
increase in lines of credit used to purchase from vendors.
The 1998 net loss of $1,748,000 is a decrease from the net income of
$129,000 in 1997 is the result of the foregoing above, mainly caused by the
collapse of the Russian economy in the latter part of 1998. The decrease in the
tax provision is directly related to the net loss.
Comparison of the Year Ended September 30, 1997 and 1996
Revenues increased $5,401,000 (54.1%) in the year ended September 30, 1997
to $15,389,000 from $9,988,000 for the year ended September 30, 1996. The
increase is attributable to (i) an increase in the food products segment of
$3,368,000 (34.7%) to $13,077,000 in 1996, (ii) the sales of clothing and auto
paint products to Russian customers, which commenced in October, 1996, of
$791,000 and $1,009,000, respectively, and (iii) an increase in other automotive
parts sales of $234,000 (83.9%) in 1996 to $513,000 in the current period. The
cost of sales in 1997 of $14,013,000 was $4,620,000 (49.2%) higher than the 1996
cost of sales of $9,393,000 which resulted in an improved gross margin of 8.9%
in 1997 as compared to 6.0% in 1996. The improved margins resulted from the
apparel sales and improved margins of food products. These improved margins were
offset by reduced margins in the Company's sales of auto accessories items.
Selling expenses increased $200,000 (87.3%) during 1997 to $429,000 or 2.8%
of sales as compared to $229,000 or 2.3% of sales in 1996. This increase which
is evenly split between the food products segment and the other segment, is
attributable to an increase in fixed costs in 1997 of personnel and occupancy
expenses resulting from the operating of the Company's World Trade Center
office, plus an increase in variable selling expenses resulting from the
increased sales volume.
General and administrative costs increased $152,000 (36.1%) to 4.0% of net
sales in 1997 from $449,000 (4.5% of net sales). This increase arises from
additional personnel costs of which $137,000 is to the Company's officers.
Depreciation and amortization increased $96,000 (685.7%) to $110,000 (0.7% of
sales) from $14,000 (0.1% of sales) in 1996. This increase resulted from
amortization of goodwill and deferred consulting contracts in 1997.
Interest income remained relatively constant in both periods, whereas
interest expense decreased $5,000 (15.6%) to $27,000 in 1997 primarily due to
the reduction in long-term debt.
The increase in the provision for taxes in the current period of $111,000
(or 0.8% of sales) to $118,000 from a provision of $7,000 in 1996 is the result
of increased income.
Net income increased $230,000 from a net loss of $101,000 in 1996 to
$129,000 in 1997 as a result of foregoing.
FINANCIAL CONDITION
September 30, 1999 Compared to September 30, 1998
Cash and cash equivalents at September 30, 1999 of $34,137 is $98,097 less
than the cash and cash equivalents of $132,234 in September 30, 1998. This
decrease in cash is primarily the result of a weak Russian economy in the
latter part of fiscal 1998 and all of 1999 which in turn affected both the
sales and the timeliness of accounts receivable collections.
Accounts receivable increased $189,083(5.4%) to $3,679,065 at September 30,
1999 while sales for 1999 decreased $7,685,195(39.1%). The increase in accounts
receivable is not only attributable to the weak Russian economy where all the
customers are located, but also to the extension of credit terms for sales and a
reduction in the requirement of cash prepayments prior to shipment. The
Company's inventory level at September 30, 1999 was $412,552 less than the
$1,583,196 level at September 30, 1998 primarily because of a sale of several
containers of auto paint and a $100,000 additional reserve in the automotive
paint inventory.
The Company did not acquire any property assets in fiscal 1999.
Accounts and acceptances payable decreased $64,751 to $381,721 at September
30, 1999 from $446,472 at September 30, 1998 due to the lack of sales and
related purchase volume in fiscal 1999.
Accrued expenses and other current liabilities decreased $64,751 to $381,721
at September 30, 1999 primarily due to forgiveness of certain accrued officer
salaries and decreases in overall professional fees.
There is currently no income tax liability. At the end of September 30, 1999
there was a tax liability of $4,000.
Notes payable to banks and related parties of $2,216,934 at September 30,
1999 was $177,979 more than the September 30, 1999 amount of $2,038,955. This is
the result of the poor financial results in fiscal 1999 and the related slow
collection from customers. The Company utilized lines of credit to pay vendors
for purchases, in turn raising amounts owed on debt at year end.
Stockholders' equity decreased $221,259 to $2,787,412 at September 30, 1999
from $3,008,671 at September 30, 1998. The decrease arises from the large loss
incurred in fiscal 1999, offset by the conversion debt to equity and the value
of waived salaries.
September 30, 1998 Compared to September 30, 1997
Cash and cash equivalents at September 30, 1998 of $132,000 is $386,000
less than the cash and cash equivalents of $518,000 in September 30, 1997. This
decrease in cash is primarily the result of a weak Russian economy in the latter
part of fiscal 1998, which in turn affected both the sales and the timeliness of
accounts receivable collections.
Accounts receivable increased $768,000 (28%) to $3,489,000 at September 30,
1998 while sales for 1998 increased $4,269,00 (27.7%). The increase in accounts
receivable is not only attributable to the increased sales volume but also to
the extension of credit terms for sales and a reduction in the requirement of
cash prepayals prior to shipment. The Company's inventory level at September 30,
1998 was $421,000 less than the $2,004,000 level at September 30, 1997 primarily
because of a $604,000 reduction in the automotive paint inventory.
The Company expended $47,000 to acquire property assets in fiscal 1998,
primarily two trucks and some computers.
Accounts and acceptances payable decreased $993,000 to $446,000 at
September 30, 1998 from $1,439,000 at September 30, 1997, due to the lack of
sales and related purchase volume in the latter part of fiscal 1998 and the use
of bank lines of credit to pay vendors quicker than in the past.
Accrued expenses and other current liabilities increased $292,000 to
$541,000 at September 30, 1998 primarily due to offices salaries unable to be
paid in fiscal 1998 to $89,000, professional fees payable of $77,000 a TDA grant
for a study to be done on warehouse feasibility in Poland, and interest due on
the increased outstanding lines of credit.
The income tax liability is only $4,000 which represents minimum taxes to
various states and New York City. This is due to the loss incurred in fiscal
1998.
Notes payable to banks and related parties of $2,168,000 at September 30,
1998 was $1,950,000 more than the September 30, 1997 amount of $218,000. This is
the result of the poor financial results in fiscal 1998 and the related slow
collection from customers. The Company utilized lines of credit to pay vendors
for purchases, in turn raising amounts owed on debt.
Stockholders equity decreased $1,141,000 to $3,008,000 at September 30,
1998 from $4,149,000 at September 30, 1997. The decrease arises from the large
loss incurred in fiscal 1998, offset slightly by the conversion of a $500,000
convertible note into shares during the year.
September 30, 1997 Compared to September 30, 1996
Cash and cash equivalents at September 30, 1997 of $518,000 is $178,000
more than the cash and cash equivalents of $340,000 in September 30, 1996. This
increase in cash is primarily the result of cash generated from the reduction in
restricted cash of $268,000. Restricted cash is held by a bank as collateral for
outstanding acceptances payable.
Accounts receivable increased $2,401,000 (750.3%) to $2,721,000 at
September 30, 1997 while sales for 1997 increased $5,401,000 (54.1%). The
increase in accounts receivable is not only attributable to the increased sales
volume but also to the extension of credit terms for sales and a reduction in
the requirement of cash prepayals prior to shipment. The Company's inventory
level at September 30, 1997 was $885,000 less than the $2,889,000 level at
September 30, 1996 primarily because of a $818,000 reduction in the automotive
paint inventory, of which $500,000 is a reserve for loss on disposition.
The Company expended $3,000 to acquire property assets in fiscal 1997 and
expensed $50,000 in professional fees in 1997 in connection with the successful
sale of the $500,000 (10%) Convertible Note in November 1997. The Company issued
25,000 shares on its Common Stock, in the aggregate, in payment for indebtedness
for services rendered and consulting services to be rendered.
Accounts and acceptances payable increased $272,000 to $1,440,000 at
September 30, 1997 from $1,168,000 at September 30, 1996.
Accrued expenses and other current liabilities increased $118,000 to
$249,000 at September 30, 1997 primarily as a result of an increase in
professional fees payable of $75,000 and an increase in salaries and interest
payable to related parties of $32,000.
The income tax liability of $91,000 (net of $52,000 deferred tax asset) at
September 30, 1997 is $110,000 higher than the $22,000 deferred tax assets (net
of $14,000 current liability). The increased obligation is a result of the
provision for taxes based upon the income for the year ended September 30, 1997.
Notes payable to banks and related parties of $218,000 at September 30,
1997 was $211,000 less than the September 30, 1996 amount of $429,000. This is
the result of the repayment of long-term debt and related party debt of $242,000
and the use of two bank lines of credit of $31,000 at September 30, 1997. The
Company satisfied obligations for services rendered aggregating $144,000 at
September 30, 1996 by the issuance of 325,000 shares of its Common Stock.
Stockholders' equity increased $1,230,000 to $4,149,000 at September 30,
1997 from $2,919,000 at September 30, 1996. The increase arises from the
issuance of the Company's common stock for services, cash and Shuttle's minority
interest aggregating $1,101,000 during the period and the net income of $129,000
earned during the period.
Liquidity and Capital Resources
The Company's working capital at September 30, 1999 and 1998 was $2,581,000
and $2,682,000 respectively. The Company's primary sources of working capital
have been (i) the proceeds from its bank lines of credit, the Convertible Note,
the working capital term loan, related party loans and advances, and (ii) the
issuance of its securities for cash, as payments for services rendered and as
well as its regular sales collections.
Currently the Company's primary cash requirements include (i) the funding
of its inventory purchases for and receivables from sales of products and (ii)
ongoing selling, administrative and other operating expenses. Management
believes that the Company's cash liquidity position will also be enhanced by the
sale of and reduction in the paint inventory and that its present two unsecured
bank lines aggregating $100,000 and its three secured letters of credit and
acceptances payable lines of credit aggregating $3,000,000, should be in
aggregate, sufficient to fund the Company's operation for the next twelve
months. The above assumes the Company's operations are consistent with
management's expectations which are expected to be an improvement from fiscal
1999. The Company may need additional financing thereafter. There can be no
assurance that the Company will be able to obtain financing on a favorable or
timely basis. The type, timing and terms of financing elected by the
Company will depend upon its cash needs, the availability of other financing
sources and the prevailing conditions in the financial markets. Moreover any
statement regarding the Company's ability to fund its operations from expected
cash flows is speculative in nature and inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.
ITEM 7. Financial Statements.
The financial statements of the Company are included in this report
commencing on page F-1.
ITEM 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
The company had changed accountants during fiscal 1999. A Form 8-K was
filed relating to this change.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
The following table sets forth the name, age and position of each person
who was serving as an executive office or director of the Company at January
31, 2000:
Name Age Office
- - ---- --- ------
Serge Pisman 35 President, Director
Herman Roth 51 Secretary, Director
Yury Greene 60 Treasurer, Director
Section 16 (a) Beneficial Ownership Reporting Compliance.
Section 16 (a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.
Based solely on its review of the copies of such reports received by the
Company, and written representations that no Form 5 were required, the Company
believes that, during the fiscal year ended September 30, 1999 and prior fiscal
years, all filing requirements applicable to its officers and directors, and all
of the persons known to the Company to own more than ten percent of its Common
Stock, were complied with by such persons, except that Messrs. Pisman, Roth and
Greene filed their initial statements of beneficial ownership late.
ITEM 10. Executive Compensation.
The following table sets forth the annual compensation for the Company's
Chief Executive Officer and President:
Annual Compensation
-------------------
Name and Principal Other Annual
Position Year Salary* Bonus Compensation
-------- ---- ------- ----- ------------
Serge Pisman, President......... 1999 $ 2,510
1998 $104,815
1997 90,000
* $34,000 was accrued during 1995 but paid in 1996; $19,118 was accrued during
1996 but paid in 1997; and $14,528 was accrued during 1997 and paid in 1998.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
The table below sets forth information as to each person owing of record or
who was known by the Company to own beneficially more than 5% of the 7,771,616
shares of issued and outstanding Common Stock of the Company as of January 31,
2000 and information as to the ownership of the Company's Stock by each
of its directors and executive officers and by the directors and executive
officers as a group. Except as otherwise indicated, all shares are owned
directly, and the persons named in the table have sole voting and investment
power with respect to shares shown as beneficially owned by them.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- - -------------- ---------------- -------------------- -----
Common Stock Serge Pisman 1,116,667 14.33%
2 World Trade Center
New York, New York 10048
Common Stock Herman Roth 1,116,666 14.33%
2 World Trade Center
New York, New York 10048
Common Stock Yury Greene 1,116,666 14.33%
2 World Trade Center
New York, New York 10048
All directors and officers as a group (3 in number) 3,349,999 42.99%
Common Stock FTP Inc. 650,256(1) 8.3%
Robert W. Martyn 650,256(1) 8.3%
48 Par-La-Ville Road
Hamilton, Bermuda
(1) Does not include warrants to purchase 1,822,756 shares of Common Stock at
$3.625 per share. Mr. Martyn owns his securities indirectly as sole
shareholder of FTP Inc.
ITEM 12. Certain Relationships and Related Transactions.
Herman Roth loaned $125,000 to the Company in April, 1996 in exchange
for the Company's 7% promissory note in the principal amount of
$125,000. This note payable on March 31, 1997 but was extended
indefinitely.
Ida and Victor Pisman, Serge Pisman's parents, loaned $20,000 to the
Company in August 1996 in exchange for the Company's 15% promissory
note in the principal amount of $20,000. This note was payable on
August 22, 1997 but was extended indefintely.
Serge Pisman, Herman Roth and Yury Greene own 1616 Mermaid Associates
which leases office space to the Company and to Shuttle. See
"Property."
Serge Pisman, Herman Roth and Yury Greene have personally guaranteed
payment of sums due under the Company's $1,500,00 line of credit with
the Park Avenue Bank, N.A.
Yury Greene has personally guaranteed payment of sums due under the
Company's $75,000 line of credit with Chase Manhattan Bank, N.A.
ITEM 13. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report:
Exhibit Exhibit Title
- - ------- -------------
No.
---
(27) Financial Data Schedule
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBUS INTERNATIONAL RESOURCES CORP.
By: /s/ Serge Pisman
-------------------------------
Title: President
-------------------------------
Dated: March 9, 2000
-------------------------------
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ Serge Pisman
-------------------------------
Title: President
-------------------------------
Dated: March 9, 2000
-------------------------------
By: /s/ Herman Roth
-------------------------------
Title: Secretary
-------------------------------
Dated: March 9, 2000
-------------------------------
By: /s/ Yury Green
-------------------------------
Title: Treasurer
-------------------------------
Dated: March 9, 2000
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Globus International Resources Corp.
We have audited the accompanying consolidated balance sheet of Globus
International Resources Corp. and its subsidiaries as at September 30, 1999, and
the related consolidated statements of operations, changes in stockholders
equity, and cash flows for the year then ended. 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. The
consolidated financial statements of Globus International Resources Corp. and
it subsidiaries as at September 30, 1998 were audited by other auditors whose
report dated January 8, 1999 expressed an unqualified opinion on these
statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards requires that we plan and perform the audit 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 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 Globus
International Resources Corp. and its subsidiaries as at September 30, 1999, and
the results of its operations and its cash flows of the year then ended in
conformity with generally accepted accounting principles.
ARTHUR YORKES & COMPANY
New York, New York
WSL
WEINICK
SANDERS 1515 Broadway
LEVENTHAL & CO, LLP New York, NY 10036-5788
Certified Public Accountants 212-869-3333
Fax: 212-764-3060
WWW.WSLCO.COM
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Globus International Resources Corp.
We have audited the accompanying consolidated balance sheet of Globus
International Resources Corp. and its subsidiaries as at September 30, 1998,
and the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the year then ended. 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 audit.
We conducted our audit in accordance with generally accepted audited standards.
These standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly in all material respects, the consolidated results of operations
and cash flows for the year ended September 30, 1998 of Globus International
Resources Corp. and its subsidiaries, in conformity with generally accepted
accounting principles.
/s/ Weinick Sanders Leventhal & Co., LLP
New York, N. Y.
January 8, 1999
February 23, 2000
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30,
1999 1998
Current assets:
Cash and cash equivalents $ 34,137 $ 132,234
Cash, restricted 708,837 597,412
Accounts receivable 3,679,065 3,489,982
Inventories 1,170,644 1,583,196
Income tax refunds receivable 40,000 40,000
Prepaid expenses 12,828 -
Total current assets 5,645,511 5,842,824
Property and equipment, at cost -
net of accumulated depreciation 35,410 51,827
Other assets:
Deferred financing costs - 6,044
Deferred consulting costs 38,128 124,376
Goodwill, net of accumulated amortization 106,607 115,367
Organization costs 863 2,927
Security deposits 26,000 26,000
171,598 274,714
$ 5,852,519 $ 6,169,365
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable $ 2,071,934 $ 1,893,955
Notes payable, related parties 145,000 145,000
Convertible note payable - 130,000
Accounts and acceptances payable 381,721 446,472
Accrued express and other current liabilities - related parties 107,205 251,074
Accrued expenses and other current liabilities 359,247 290,193
Income taxes payable - 4,000
Total current liabilities 3,065,107 3,160,694
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $.001 par value, authorized -
50,000,000 shares, issued and outstanding -
7,771,661 and 5,049,497 at September 30, 1999 and 1998,
respectively 7,772 5,050
Additional paid-in-capital 5,146,869 4,762,522
Deficit (2,367,229) (1,758,901)
2,787,412 3,008,671
$ 5,852,519 $ 6,169,365
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30,
1999 1998
Net sales $11,972,814 $19,658,009
Cost of goods sold 11,599,832 19,196,140
Gross profit 372,982 461,869
Operating expenses:
Selling 216,150 600,946
General and administrative expenses 352,146 766,821
Deprecation and amortization 113,489 170,564
Allowance for doubtful accounts 100,000 410,000
Total operating expenses 781,785 1,948,331
Income (loss) from operations (408,803) (1,486,462)
Other income (expenses):
Interest income 24,035 36,177
Interest expenses (214,095) (375,631)
Total income (expenses) (190,060) (339,454)
Income (loss) before income taxes (598,863) (1,825,916)
Provision (benefit) for income taxes 9,466 (77,620)
Income (loss) $ (608,329) $ (1,748,296)
Net income (loss) per common share $ (.08) $ (.36)
Weighted average number of shares outstanding 7,201,335 4,809,508
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
Additional
Common Shares Paid-in- Accumulated
Shares Amount Capital Deficit
Balance at September 30, 1997 4,548,860 $ 4,549 $ 4,155,309 $ (10,605)
Interest element attributed to convertible debt - - 269,231 -
Debt converted to equity 500,637 501 337,982 -
Net loss for the year ended September 30, 1998 - - - (1,748,296)
Balance at September 30, 1998 5,049,497 5,050 4,762,522 (1,758,901)
Debt converted to equity 2,722,119 2,722 304,347 -
Values of Salaries - Waived ----- --------- 80,000 --------
Net loss for the year ended September 30, 1999 - - - (608,329)
Balance at September 30, 1999 7,771,616 $ 7,772 $ 5,146,869 $ (2,367,230)
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ (528,329) $ (1,748,296)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 119,533 170,564
Deferred income taxes 52,000
Deferred rent (12,921)
Provision for doubtful accounts 100,000 410,000
Provision for loss on disposal of inventory 100,000 500,000
Interest charge in debt discount 269,231
Increase (decrease) in cash flows as a result of change
in asset and liability account balances:
Accounts receivable (289,083) (1,178,852)
Inventories 312,552 (79,192)
Prepaid expenses (12,828) 20,000
Accounts and acceptances payable (64,751) (993,147)
Accrued expenses and other current liabilities:
Related parties 33,200 151,534
Other 69,054 152,975
Income taxes (4,000) (178,607)
Total adjustments 363,677 (716,415)
Net cash used in operating activities (164,652) (2,464,711)
Cash flows from investing activities:
Acquisition of property assets (47,000)
Restricted cash (111,425) (149,869)
Net cash used in investing activities (111,425) (196,869)
Cash flows from financing activities:
Proceeds from lines-of-credit 177,980 1,862,613
Proceeds from convertible note payable - 500,000
Payments of long-term payable - (41,666)
Deferred financing cost - (45,000)
Net cash provided by financing activities 177,980 2,275,947
Net increase (decrease) in cash and cash equivalents (98,097) (385,633)
Cash and cash equivalents at beginning of year 132,234 517,867
Cash and cash equivalents at end of year $ 34,137 $ 132,234
Value of Salaries - Waived $ 80,000 ------
Common stock issued in conversion of debt $ 307,069 $ 381,787
Supplemental disclosures of cash flow information:
Interest paid $ 214,095 $ 323,033
Taxes paid 9,466 45,142
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
1. Organization:
Globus International Resources Corp. (the Company) was incorporated in the
State of Nevada on October 24, 1984 as Ross Custom Electronics. On March 15,
1995, the Company merged with Globus Food Systems International Corp. (Globus)
and changed its name to Globus Food Systems International Corp. hereafter
referred to as the Merger. On September 18, 1996, the Company formed a wholly-
owned New York State subsidiary corporation, Globus Food Systems International
Corp. On October 18, 1996, the Board of Directors approved the change of the
Company's name to Globus International Resources Corp.
2. Summary of significant accounting policies:
Business:
Globus is a full service export distributor of food and paint products from
manufacturers in the United States and Europe primarily to the Russian and CIS
States marketplaces.
Shuttle is engaged in the distribution and exportation of non-food products such
as auto parts and clothing primarily to Russian and the CIS states or,
generally, the same geographic areas involved with the Company's food business.
Shuttle also has an International Seminars Department which provides directors,
and management of large and medium size Russian companies with western banking,
financial systems and accounting seminars at the World Trade Center Institute in
New York City.
Both Globus' and Shuttle's business rely upon their established trade
relationships in Russian and the CIS states.
Principles of consolidation:
The accompanying consolidated financial statements as at September 30, 1999 and
1998 and for the years then ended include the accounts of Globus International
Resources Corp. and its wholly-owned subsidiaries, Shuttle International, Ltd.
and Globus Foods International, Inc. All material intercompany transactions and
balances have been eliminated in consolidation.
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.
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.
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.
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
approximately 30% of its customers of up to 50% of each sale prior to shipment.
Additionally, the accompany financial statements reflect an allowance for
doubtful accounts of $520,000 and $420,000 at September 30, 1999 and 1998,
respectively.
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 as at and for the year ended September 30, 1999 and 1998 reflect an
allowance for the disposal of inventory of $704,485 and $604,485, respectively.
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.
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 $8,761 in 1999 and 1998.
Income taxes:
Deferred taxes are primarily attributable to different methods of computing
depreciation and amortization and timing differences of deducting officers
compensation for financial reporting purposes and income tax reporting purposes.
Intangibles:
Organization costs are being amortized over a sixty month period. Amortization
charged to operations was $2,064 in 1999 and 1998.
Deferred consulting costs are being amortized over the life of the consulting
agreements. Amortization charged to operations in 1999 and 1998 was $86,248 and
$91,249, respectively.
Deferred financing costs are legal, accounting and other costs associated with
the placement of a $500,000 convertible note in November 1997. Amortization
charged to operations in fiscal 1998 was $45,692. During fiscal 1998, $43,264
of deferred financing costs were
charge to additional paid-in-capital upon the conversion of $370,000 of the
convertible note and accrued interest thereon into 500,637 shares of the
Company's common stock. In fiscal 1999, the remaining $130,000 convertible note
was converted upon issuance of 1,322,119 shares.
Per share data:
Net income (loss) per share was computed by the weighted average number of
shares outstanding during each period. Outstanding warrants have not been
considered because their effect would be anti-dilutive.
3. Property assets:
Property assets consist of:
September 30,
1999 1998
Data processing and office equipment $ 59,243 $ 59,243
Furniture and fixtures 21,283 21,283
Automobiles and trucks 43,687 43,687
124,213 124,213
Less: Accumulated depreciation 88,803 72,386
$ 35,410 $ 51,827
Depreciation expense charged to operations for the years ended September 30,
1999 and 1998 amounted to $16,417 and $22,798, respectively.
4. 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 5).
5. Related party transactions:
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 of
$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. Interest charged to operations for the year ended
September 30, 1999 and 1998 was $4,376 and $8,748, respectively. No interest
was charged in 1999 as the stockholder waived this right. Accrued
interest payable on this loan aggregated $28,880 and $24,504 at September 30,
1999 and 1998, respectively, and is included in accrued expenses - related
party. In May 1997, the stockholder agreed to subordinate his loan to a bank
which had granted the Company a $2,000,000 line-of-credit. The stockholder
verbally agreed not to demand payment of the debt as long as any portion of the
line-of-credit is outstanding, and the repayment date is now indefinite.
On August 26, 1996, the parents of the Company's President purchased a
subsidiary's 15% interest bearing $20,000 note at par. The note, as amended, is
without a definite repayment date. Interest charged to operations was $3,000
for the year ended September 30, 1998. No interest was charged in 1999, per the
approval of the noteholder. Accrued interest payable to these individuals of
$3,250 is included in accrued expenses at September 30, 1999 and 1998.
These creditors have agreed to subordinate this indebtedness to a bank which
had granted the Company a $2,000,000 line-of-credit in May 1997 and also have
verbally agreed not to demand payment of the debt as long as any portion of the
line-of-credit is outstanding.
Rent payable:
The Company leases warehouse space from an entity controlled by three of the
Company's officer/directors. Rent charged to operations in the years ended
September 30, 1999 and 1998 was $13,500 and $30,000 of which $41,075 and $52,075
was unpaid and included in accrued expenses - related parties at September 30,
1999 and 1998, respectively. The leases which expire in 2000 require aggregate
monthly rentals of $1,500.
Officers' compensation:
In August 1997, the Board of Directors authorized compensation of $90,000 per
year for each of the Company's President, CEO and vice-president commencing
October 1, 1996. The Board's resolution also provided for these officers
annual compensation to increase to $150,000 commencing January 1, 1998. The
officers have agreed in 1998 to defer payment of their compensation until cash
flow permits. One of the officers has verbally agreed to reduce his
compensation to $75,000 per year in December 1998. In 1999, these officers
agreed to waive their right to compensation in excess of what they were actually
paid during the year.
6. Financing arrangement:
Short-term debt:
At September 30, 1999, the Company had various credit facilities available:
A bank line of credit for direct borrowings and acceptances in the amount of
$3,000,000 with a sub-limit of $1,000,000 on direct borrowings at 1-3/4% over
prime. The line is collateralized by the guarantees of three of the
corporate officers/ directors and a first lien on all corporate assets not
previously pledged or collateralized. One of these shareholders and the
parents of another have subordinated their notes payable by the company to them,
to the bank. Additionally the company must maintain certificates of deposit
with the bank equal to 50% of the amount of any outstanding letter of credit
and/or bank borrowing under the line. The certificates of deposits pledged
as collateral under this agreement amounted to $708,837 at September 30, 1999
and $597,412 at September 30, 1998.
The Company has lines of credit with the three other banks totally $125,000 in
the aggregate. $100,000 of these lines are guaranteed by an officer of the
Company. Interest during the year ended September 30, 1999 was charged at
various rates of 9.75% to 15%.
September 30,
1999 1998
Bank borrowing outstanding at September 30, 1999
and 1998 amounted to:
Acceptances payable under the $3,000,000 credit-line $1,983,739 $1,780,091
Other bank loans payable (3) under $125,000 credit-line 88,195 113,864
$2,071,934 $1,893,955
(ii) Related parties:
On April 7, 1996, the Company borrowed $125,000 from an officer/stockholder.
The repayment date is indefinite as of September 30, 1999. Interest had been
accrued until September 30, 1998 at 7%. Per the loanholder's approval, no
additional interest was accrued after March 31, 1999.
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 1999. Both of these notes are
subordinated to a bank (see above) in connection with the granting of a line-of-
credit to the Company by the bank. As long as any balance is outstanding under
this line-of-credit, the note holders have verbally agreed not to demand payment
of the notes and to subordinate such notes to this bank.
(iii) Convertible note:
On November 2, 1997, the Company sold at par its 10% interest bearing note in
the amount of $500,000 to a foreign corporation. The note is due and payable on
November 2, 1998. In connection with the sale of the note, the Company incurred
$95,000 of financing costs which was being amortized over the life of the note.
The note principal and accrued interest, at the holder's option was convertible
in whole or part into (i) shares of the Company's common stock at the lesser of
$2.50 per share or 75% of the average bid and ask of the Company's common stock
for the five (5) trading days immediately proceeding the note-holder's notice to
convert and (ii) an equal number of warrants to acquire the same number of
shares in (i) at $3.625 per share. If the Company was not successful in
registering the underlying common shares as freely trading stock, when and if
such note or any portion thereof is converted, by January 2, 1998, then the
conversion price is adjusted to the lesser of $2.50 per share or 65% of the
average bid and asked of the Company's common stock for the five proceeding
trading days. As required by generally accepted accounting principles a
financing expense of $224,103 was charged to operations for the difference
between the amount paid for the note and the fair value of the common shares
into which it can be converted with a corresponding increase in additional
paid-in-capital. During the year ended September 30, 1998, the noteholder
converted $370,000 of this debt and accrued interest into 500,637 common
shares and warrants to acquire 500,637 common shares at $3.625 per share.
During the year ended September 30, 1999, the noteholder converted the remaining
$130,000 of debt and accrued interest into 1,322,119 common shares and warrants
to acquire 1,322,119 common shares at $3.625 per share.
(iv) Note payable:
In August 1999, $20,000 was borrowed from an individual for a short-term needs.
This was a non-interest bearing note which was repaid in October 1999.
7. Income taxes:
The difference between income taxes computed using the statutory federal income
tax rate and that shown in the financial statements are summarized as follows:
For the Years Ended September 30,
1999 1998
Income (loss) before income taxes $ (518,863) $(1,775,916)
Computed tax - (benefit) at
statutory rate (176,400) (34)% (603,800) (34.0)%
State taxes net of federal tax benefit (6,000) (1) (18,220) (1.0)
Non-deductible portion of interest and
compensatory element of common
stock issuance 91,600 5.2
Amortization of goodwill 2,900 .1
Other - net 9,466 2 (5,700) (.3)
Reserve for net operating loss
carryforward tax assets 182,400 35 455,600 25.6
Total $ 9,466 2% $ (77,620) (4.4)%
8. Deferred rent:
The accompanying financial statements reflect rent expense on a straight-line
basis over the life of the lease. Rent expense charged to operations differs
with the cash payments required under the terms of the real property operating
leases because of scheduled rent payment increases throughout the term of the
leases. The deferred rent liability is the result of recognizing rental
expense as required by generally accepted accounting principles. In 1998,
the Company renegotiated its lease for reduced space and the deferred amount was
charged to operations.
9. Common stock:
(a) Common stock issued for services rendered:
(i) In December 1996, the Company entered into a three year consulting
services agreement with Crabbe Capital Group Ltd. which was subsequently
extended an additional year. The agreement requires that the consultant shall
(i) introduce the Company to the consultant's network of domestic and
international commercial banking sources, (ii) advise and assist the Company in
identifying, studying, and evaluating interest and exchange rate fluctuations,
and (iii) assist the Company in securing letters of credit and reviewing its
commercial banking alliances and strategies. As compensation for entering into
the agreement, the Company issued 325,000 shares of its common stock, 275,000 of
which were issued pursuant to Rule 504 of Regulation D of the Securities Act of
1933, as amended. The remaining 50,000 shares state that those shares have not
been registered under the Securities Act of 1993, as amended.
The fair value of the 325,000 shares of common stock issued of $195,000 as
determined by the Board of Directors is being amortized and charged to
operations over the life of the consulting agreement.
(ii)In March 1997, the Company entered into a two year consulting agreement with
Regency Group Enterprises, Inc. The consultant received 125,000 shares of the
Company's common stock to render financial advise in regards to strategic
corporate planning, long-term investment policies, and potential mergers and
acquisitions. The fair value as determined by the Board of Directors, of
shares issued of $75,000 was amortized over the two year life of the agreement.
(b) Stock options:
(i) The Company granted to each of three officers on December 31, 1997 options
to acquire 300,000 shares of the Company's common stock at $1.72 per share
(110% of the market value at the date of grant. The Company applies APB 25 in
accounting for its stock options. Accordingly, because the grant price equaled
or exceeded the market price on the date of grant, no compensation expense is
recognized for the stock options issued. The fair value of the 900,000 options
granted on December 31, 1997 of $1,404,000 ($1.56) is being amortized to
expense over the option period in determining their proforma earnings impact.
Had compensation cost for these stock options been recognized based upon the
fair value on the grant date under the methodology prescribed by FAS 123, the
Company's net income and earnings per share for the year ended September 30,
1998 would have been impacted by a charge for compensation of $105,400
resulting in an adjusted net loss of $1,803,700 or ($.2) per share.
The fair value of the options granted to estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions:
Expected life of option 10 years
Risk-free interest rate 10.0%
Expected violability 175.0%
Expected dividend yield None
On December 10, 1998, those three officer/directors surrendered their options to
acquire the 900,000 shares and the Board of Directors approved the cancellation
of the grants. The Board authorized the issuance of 300,000 shares to each of
these persons as partial payment of their unpaid contractual compensation. The
aggregate accrued compensation paid by the issuance of the 900,000 shares of
common stock was $108,000 which was 110% of the fair value market on
December 10, 1998.
(ii) The Globus International Resources Corp. 1998 Associate Stock Option Plan
(the Option Plan) was adopted by the Board of the Directors of the Company on
December 31, 1997. The stock options granted under this Option Plan will be
nonstatutory stock options not intended to qualify as incentive stock options
within the meaning of Section 442 of the Internal Revenue Code of 1986, as
amended. Employees, officers, directors, consultants contractors and advisors
of the Company or any subsidiary are eligible to receive grants of the Options
Plan stock options. The per share option price of the Common Stock subject to
each option shall be at least equal to the greater of 110% of the fair market
value of the Company's Common Stock on the date or grant. The Option Plan is
administered by a committee appointed by the Board of Directors. The Option
Plan provides that a maximum of 500,000 shares of Common Stock may be issued
upon the exercise of options granted under the Option Plan. No options have
been granted under the Option Plan at September 30, 1998. On December 10, 1998,
the Board of Directors granted an option to a consultant for 300,000 shares of
common stock and to an officer for 200,000 shares of common stock. Both
options' per share exercise price was $.12 which was 110% of the fair market
value at the date of grant. Both the consultant and the officer exercised their
respective option on the date of grant. There are no further options available
under this plan.
These 500,000 shares were issued in cancellation of $60,000 of amounts due them
by the Company
(c) Warrants:
The Company has 1,822,756 common shares reserved for issuance upon the exercise
of warrants at $3.625
10. Major relationships and segment information:
The Company is comprised of two business segments. The distribution of food
products and the distribution of auto paint and parts and clothing. Clothing
sales commenced in July 1996 represent 5.1% for fiscal 1998. There were no
clothing sales in fiscal 1999. Set forth below are sales, operating income,
capital expenditures, depreciation and identifiable assets of the
segments. Operating income is reflective of a charge for corporate costs of
$90,000 in fiscal 1998 allocated from the food distribution segment distribution
segment to the auto and clothing segments. No such charge exists in fiscal
1999.
For the Years Ended
September 30,
1999 1998
Net sales (000's):
Food products $ 11,336 $ 18,097
Other 637 1,561
$ 11,973 $ 19,658
Operating income (loss) (000's):
Food products $ (267) $ (826)
Other (61) (660)
$ (328) $ (1,486)
Depreciation (000's):
Food products $ 108 $ 159
Other 6 12
$ 114 $ 171
Capital additions (000's):
Food products $ - $ 47
Other - -
$ - $ 47
Identifiable assets (000's):
Food products $ 3,920 $ 3,796
Other 1,932 2,373
$ 5,852 $ 6,169
The food products segment has had only nine (9) customers since it started
shipments in August 1995. One customer accounted for 80% and 31.7% of the
food products segment's sales for fiscal 1999 and 1998, respectively. Sales
of this segment's products for another customer were 10% and 20.0% for the
same periods.
The other segments' sales were to eight (8) customers of which one customer
accounted for 65% and 14.6% of sales for the years September 30, 1999 and 1998,
respectively. Another customer accounted for 17.3% and 21.3% of sales for the
same periods. A third customer accounted for 4.4% and 21.3%, respectively, of
sales for 1999 and 1998. A fourth customer accounted for 5.8% in 1999 and 10.9%
in 1998.
11. Commitment and contingencies:
Leases:
The Company is a lessee under three operating real property leases for office
and warehouse space. Rent expense charged to operations for the years ended
September 30, 1999 and 1998 was $108,525 and $109,639, respectively. Future
minimum annual rent commitments as of the Company's fiscal year-end are as
follows:
Years Ended
September 30, Amount
2000 $ 120,000
2001 120,000
Consulting agreement:
(i) In July 1996, the Company entered into a financial consulting agreement with
an individual who will advise the Company on certain financial matters. The
agreement provides for the consultant to receive $2,000 a month for his services
commencing in August 1996. The agreement may be terminated by either party upon
two weeks notice.
(ii) In 1996, the Company entered into a four year consulting services agreement
with Crabbe Capital Group Ltd. under which the consultant shall (i) introduce
the Company to the consultant's network of domestic and international commercial
banking sources, (ii) advise and assist the Company in identifying, studying,
and evaluating interest and exchange rate fluctuations, and (iii) assist the
Company in securing letters of credit and review commercial banking alliances
and strategies. The Company issued to the consultant 325,000 shares of its
common stock as compensation for its services. The fair value of the 325,000
shares of common stock issued of $195,000 is being amortized and charged to
operations over the life of the consulting agreement. Amortization charged to
operations in fiscal 1999 and 1998 was $48,750.
(iii) In 1997, the Company has a financial consulting agreement for two years
under which the consultant will advise the Company's management in regards to
strategic corporate planning, long-term investment policies and potential
mergers and acquisitions. The consultant was issued 125,000 shares of the
Company's stock as payment for its services to be rendered. The fair value of
the issued shares of $75,000 is being charged over the life of the agreement.
Amortization charged to operations was $37,500 in 1999 and 1998.
Employment contract:
The Board of Directors' authorized an annual salary of $90,000 for each of three
officers, who also are members of the Board of Directors for fiscal 1997 and
$150,000 for calendar 1998. The officers first agreed to defer payment of their
compensation until the Company's cash flow permits. At September 30, 1998 these
officers were owed $155,659. Such liabilities were included in accrued expenses
and other current liabilities - related parties. In December 31, 1998, the
officers were issued common stock valued at $108,000 to reduce the Company's
obligations (see Note 9 (b)(i). The officers agreed to waive their right to
salaries for 1999 in excess of what they were paid.
Additionally in October 1995, the Company entered into three year employment's
contracts with two employees the aggregate annual compensation under these
contracts is approximately $120,000. In December 1998 these two employees were
issued 500,000 shares of common stock in payment of $60,000 due them (See Note 9
(b)(ii), and additionally waived their right to amounts in excess of what they
were paid in 1999.
The company considers the value of these services waived to be $80,000 and has
charged this amount to expense with a corresponding increase to additional
paid-in-capital.