GLOBUS INTERNATIONAL RESOURCES CORP, 424B1, 1998-08-06

GLOBUS INTERNATIONAL RESOURCES CORP
424B1, 1998-08-06
GROCERIES, GENERAL LINE

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PROSPECTUS

GLOBUS INTERNATIONAL RESOURCES CORP.

800,000 SHARES OF COMMON STOCK $.001 PAR VALUE,
256,134 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
800,000 COMMON STOCK PURCHASE WARRANTS,
256,134 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
800,000 SHARES OF COMMON STOCK, $.001 PAR VALUE,
UNDERLYING COMMON STOCK PURCHASE WARRANTS

This prospectus relates to 800,000 shares of common stock, par value $0.001
per share (the 'Common Stock'), 256,134 of which underly a 10% Convertible Note
(the 'Note') and 800,000 Common Stock Purchase Warrants (the 'Warrants'),
256,134 of which underly the Note, of Globus International Resources Corp. (the
'Company') being offered hereby by the holder thereof (the 'Selling
Securityholder'), as well as 800,000 Shares of Common Stock underlying the
Warrants, which are also being offered by the Selling Securityholder. (Shares of
Common Stock being registered herewith are referred to herein as the 'Shares').
The Shares and Warrants underlying the Note, as well as the Shares underlying
the Warrants, are issuable from time to time by the Company upon conversion of
the Note, or exercise of any or all of the Warrants, in whole or in part by the
holder thereof. The Note entitles the holder thereof to convert the Note into
the number of shares of Common Stock as is equal to the then outstanding
principal for which a conversion notice is given divided by the 'Conversion
Price,' such price being the lesser of $2.50 per share or sixty-five percent
(65%) of the average closing bid prices of the Corporation's Common Stock as
reported on the OTC Bulletin Board for the five consecutive trading days
immediately preceding the Date for Conversion. The Note also entitles the holder
thereof to receive a Warrant, exercisable at $3.625 per share, for each Share of
Common Stock received in the Note conversion.

The Common Stock and Warrants are traded on the Over-the-Counter Bulletin
Board (the 'OTC Bulletin Board') under the symbols 'GIRC' and 'GIRCW,'
respectively.

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THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK. SEE 'RISK FACTORS' BEGINNING ON PAGE 6 FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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The Company will receive none of the proceeds from the sale of the Shares
or Warrants by the Selling Securityholder. Upon conversion of the remaining
balance of the Note, in full, at an assumed price of $0.53 per share, the
Company will have benefitted from the cessation of its indebtedness represented
by the Note in the approximate amount of $500,000. The Company will bear all
costs relating to the registration of the Shares, which are estimated to be
approximately $90,000. See 'Plan of Distribution.'

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THE DATE OF THIS PROSPECTUS IS AUGUST 3, 1998.

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SECURITYHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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Prior to the date of this Prospectus, the Company was not subject to the
informational requirements of the Securities Exchange Act of 1934. The Company
intends to furnish its stockholders with annual reports containing financial
statements audited by its independent accounting firm, after the end of each
fiscal year, and such other periodic reports as the Company deems appropriate or
as may be required by law.

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PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and the Company's financial
statements (including the notes thereto) appearing elsewhere in this prospectus.
Each prospective investor is therefore urged to read this prospectus in its
entirety. The securities offered hereby involve a high degree of risk, and the
conversion of the Note and subsequent issuance of the shares by the Company will
result in immediate, substantial dilution. This prospectus contains forward
looking statements that involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these forward looking
statements as a result of certain factors discussed under the caption 'Risk
Factors.'

THE COMPANY

The Company is a full service distributor which exports dairy and meat
products, seafood, instant soups, deli products and other grocery items from the
United States and Europe to the Russian and Eastern European marketplace through
Globus Food Systems International Corp. ('Globus Foods'). The Company plans to
expand its distribution system in Russia, including the improvement of existing
warehouse facilities and development of new warehouses.

Shuttle International Ltd., the Company's wholly owned subsidiary, is
engaged in the distribution and exportation of non-food products such as auto
parts and clothing primarily to Russia and the Commonwealth of Independent
States ('CIS'), generally the same geographic areas involved with the Company's
food business.

The Company has a Russian-born, American corporate management team with
extensive experience in managing, operating and developing distribution
businesses in international and domestic markets. The Company's senior
management are Serge Pisman, Yury Greene and Herman Roth. See 'Management.'

The market for distribution and marketing of food products in the CIS and
Russia is highly competitive. The Company believes its main competitors are
major American companies such as Heinz'TM', Kraft'TM', General Foods'TM', and
Campbell'TM' which are currently in the marketplace. The Company has established
a distribution network which is expanding. The Company is seeking to increase
distribution of existing and newly introduced products in current markets. The
Company currently markets its food products through its distribution system in
over 30 cities in Russia and the CIS states. The products are sold to over 800
leading supermarkets and food stores in Moscow and other regions. In addition,
the Company attends most major trade shows in Russia and the CIS states and it
is featured in different trade publications and directories. The Company
believes that it enjoys an increasing awareness among Russian food and other
importers and distributors.

The Company was incorporated in Nevada on October 24, 1984. Its executive
offices are located at Two World Trade Center, Suite 2400, New York, NY 10048
and its telephone number is (212) 839-8000.

THE OFFERING

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<S> <C>
Securities Offered........................ 800,000 Shares of Common Stock, 256,134 of which underly, and are
issuable upon conversion of, the Note; 800,000 Warrants, 256,134 of
which underly, and are issuable upon conversion of, the Note; and
800,000 Shares underlying the Warrants. See 'Plan of Distribution.'*
Securities Outstanding Before the Offering
and the Conversion of the balance
remaining on the Note................... 5,049,497 shares of Common Stock; $500,000 10% Convertible Note (with
$130,000 balance remaining plus interest); options to purchase up to
900,000 shares of Common Stock in the aggregate issued to the
Company's officers.
</TABLE>

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<S> <C>
Securities Outstanding After the Offering
and the Conversion of the Note at the
assumed conversion price of $0.53 per
share................................... Approximately 5,305,631 shares of Common Stock; 800,000 Common Stock
Purchase Warrants*
Use of Proceeds........................... The Company will not receive any proceeds from the sale of Shares by
the Selling Securityholder or from the issuance of the Shares upon
the conversion of the Note. However, the Company will receive
forgiveness of all or a portion of the Note to the extent it is
converted into the Shares and the Warrants. If the Note is converted
in full at the maximum price, the Company will receive an additional
loan forgiveness of approximately $130,000.
Risk Factors.............................. An investment in the Shares and Warrants offered hereby involves a
high degree of risk and, therefore, the Shares and Warrants should
not be purchased by anyone who cannot afford the loss of their entire
investment. Prospective purchasers of the Shares should carefully
review and consider the factors set forth under 'Risk Factors' as
well as other information contained herein, before purchasing any of
the Shares or Warrants. See 'Risk Factors'.
</TABLE>

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* The number of Shares being registered and sold pursuant to this prospectus and
the registration statement of which it is a part is an estimate. All
calculations in this Prospectus have been made assuming a market price of
$0.82 per share (resulting in a conversion rate of $0.53 per share) and full
conversion of the Note into the Shares and Warrants underlying the Note. See
'Plan of Distribution.'

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial
data for the Company as at March 31, 1998 (unaudited), September 30, 1997 and
1996, for the six months ended March 31, 1998 and 1997 (unaudited), and for the
years ended September 30, 1997 and 1996. The summary historical financial data
as at and for the years ended September 30, 1997 and 1996 are derived from the
audited consolidated financial statements (and notes thereto) of the Company
included elsewhere in this Prospectus. The summary financial data as at March
31, 1998 and for the six months ended March 31, 1998 and 1997 are derived from
the unaudited consolidated financial statements (and notes thereto) of the
Company included elsewhere in this Prospectus which, in the opinion of
management, reflect all adjustments and accruals, consisting only of normal
recurring adjustments and accruals, necessary to present fairly the financial
statements of the Company as at March 31, 1998 and for the periods ended March
31, 1998 and 1997. The results for the six months ended March 31, 1998 and 1997
are not necessarily indicative of the results to be expected for the full year.
The summary historical consolidated financial data should be read in conjunction
with the consolidated financial statements (and notes thereto) of the Company
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' included elsewhere in this Prospectus.

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<CAPTION>
FOR THE SIX MONTHS FOR THE YEAR
ENDED MARCH 31, ENDED SEPTEMBER 30,
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1998 1997 1997 1996
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<S> <C> <C> <C> <C>
Operating Data:
Net sales.......................... $11,058,062 $7,083,530 $15,389,452 $9,987,751
Cost of goods sold................. 10,174,397 6,490,783 14,012,761 9,392,550
Selling expenses................... 248,668 169,327 429,220 229,534
General and administrative
expenses......................... 351,826 210,683 611,154 448,545
Depreciation and amortization...... 92,089 38,452 109,624 14,461
Interest income.................... 24,505 21,186 44,554 44,611
Interest expense................... (294,203) (16,168) (32,244)
Other income....................... -- -- 5,487 --
Provision for taxes................ 82,264 85,500 118,244 6,662
Minority interest.................. -- 2,812 2,812 --
Net income (loss).................. (160,880) 90,991 128,640 (101,634)
Per Share Data:
Net income (loss) per common
share............................ $(0.03) $0.03 $0.03 $(0.04)
Average number of shares
outstanding...................... 4,643,816 3,483,772 3,729,065 2,546,000
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1997
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<S> <C> <C> <C>
Balance Sheet Data:
Working capital................................................. $4,033,729 $ 3,713,805 $ 3,026,109
Current assets.................................................. 7,301,501 5,762,544 4,726,124
Total assets.................................................... 7,736,332 6,210,912 4,799,950
Long-term obligations........................................... 22,300 12,921 181,342
Total liabilities............................................... 3,290,072 2,061,660 1,881,357
Accumulated deficit............................................. (171,485) (10,605) (142,057)
Total stockholders' equity...................................... $4,446,260 $ 4,149,253 $ 2,918,593
</TABLE>

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RISK FACTORS

An investment in the Shares being offered hereby involves a high degree of
risk. Prior to making any investment decisions, prospective investors should
carefully consider the following factors, together with the other information
presented in this Prospectus including the Financial Statements (and notes
thereto).

LIMITED OPERATING HISTORY

The Company was incorporated on October 24, 1984 but has been active
primarily in the food exporting business for the past two and one half years and
inactive prior thereto for many years. The likelihood of success of the Company
must be considered in light of the problems, delays, expenses and difficulties
frequently encountered by a new enterprise, many of which may be beyond the
Company's control. The Company is subject to all of the risks inherent in the
creation of a new business and the development and marketing of products in a
competitive environment. No assurance can be given that the Company will
continue to be profitable. See 'Business' and the Company's financial statements
located elsewhere in this Prospectus.

RELIANCE ON EXTERNAL SOURCES OF FINANCING; SUBSTANTIAL OPERATING CASH FLOW
DEFICITS

The Company had an operating cash flow deficit of approximately $1,531,252
for the six months ended March 31, 1998 and of approximately $770,990 for the
year ended September 30, 1997. This represents an increase of 98.6%. The
Company's operating cash flow deficit for the six months ended March 31, 1997
was $649,972, which represents a 135.5% increase to the March 31, 1998 amount.
This represents a downward and negative trend in net cash from operating
activities. These cash flow deficits resulted from an increase in the Company's
inventory position and a dramatic increase in accounts receivable. The Company
is in the process of expanding its business, and management believes that in
order to do so, it must operate with sufficient inventory and must offer its
customers favorable credit terms. The Company's growth is being financed by
receivable lines of credit from banks and extension of terms to customers thus
increasing its receivables above amounts actually collected. The Company,
therefore, expects this downward, negative trend in cash flows to continue as
long as it is in the process of expanding its business. As a result, the Company
will continue to depend upon external sources of financing at least for the
short term. See 'Management's Discussion and Analysis of Financial Condition and
Results of Operations.'

RISKS RELATING TO EMERGING MARKETS

Substantially all of the Company's revenue is derived from operations in
emerging markets, where the Company's businesses are subject to numerous risks
and uncertainties, including political, economic and legal risks such as
unexpected changes in regulatory requirements, tariffs, customs, duties and
other trade barriers, difficulties in staffing and managing foreign operations,
problems in collecting accounts receivable, political risks, food and other
export and import restrictions or prohibitions, delays from customs brokers or
government agencies, seasonal reductions in business activity during the summer
months in Europe and certain other parts of the world, and potentially adverse
tax consequences resulting from operating in multiple jurisdictions with
different tax laws, which could materially adversely impact the Company's
business, results of operations and financial condition.

The political systems of many of the emerging market countries in which the
Company operates or plans to operate are slowly emerging from a legacy of
totalitarian rule. Political conflict and, in some cases, civil unrest and
ethnic strife may continue in some of these countries for a period of time. Many
of the economies of these countries are weak, volatile and reliant on
substantial foreign assistance. Expropriation of private businesses in such
jurisdictions remains a possibility, whether by an outright taking or by
confiscatory tax or other policies. There can be no assurance that the Company's
operations will not be materially and adversely affected by such factors or by
actions to expropriate or seize its operations. The success of free market
reforms undertaken in certain of the emerging market countries in which the
Company operates is also uncertain, and further economic instability may occur.
These factors may reduce and delay business activity, economic development and
foreign investment.

Legal systems in emerging market countries frequently have little or no
experience with commercial transactions between private parties. The extent to
which contractual and other obligations

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will be honored and enforced in emerging market countries is largely unknown.
Accordingly, there can be no assurance that difficulties in protecting and
enforcing rights in emerging market countries will not have a material adverse
effect upon the Company and its operations. Additionally, the Company's
businesses operate in uncertain regulatory environments. The laws and
regulations applicable to the Company's activities in emerging market countries
are in general new and subject to change and, in some cases, incomplete. There
can be no assurance that local laws and regulations will become stable in the
future, or that changes thereto will not adversely affect the operations of the
Company. See 'Business.'

RISKS RELATING TO RUSSIA AND THE CIS

Substantially all of the Company's revenue is derived from operations in
Russia and the CIS. Foreign companies conducting operations in the former Soviet
Union face significant political, economic, and legal risks.

Political. The political systems of Russia and the other independent
countries of the CIS, which are in a stage of relative infancy, are vulnerable
to instability due to the populace's dissatisfaction with reform, social and
ethnic unrest and changes in government policies. Such instability could lead to
events that could have a material adverse effect on the Company's operations in
these countries. In recent years, Russia has been undergoing a substantial
political transformation. During this transformation, legislation has been
enacted to protect private property against expropriation and nationalization.
However, due to the lack of experience in enforcing these provisions in the
short time they have been in effect and due to potential political changes in
the future, there can be no assurance that such protections would be enforced in
the event of an attempted expropriation or nationalization. Expropriation or
nationalization of the Company, its assets or portions thereof, whether by an
outright taking or by confiscatory tax or other policies potentially without
adequate compensation, would have a material adverse effect on the Company.

The various government institutions and the relations between them, as well
as the governments policies and the political leaders who formulate and
implement them, are subject to rapid and potentially violent change. For
example, the Constitution of the Russian Federation gives the president of the
Russian Federation substantial authority and any major changes in, or rejection
of, current policies favoring political and economic reform by the President may
have a material adverse effect on the Company. Furthermore, the political and
economic changes in Russia have resulted in significant dislocations of
authority. The local press and international press have reported that
significant organized criminal activity has arisen and high levels of corruption
among government officials exist where the Company operates. While the Company
does not believe it has been adversely affected by these factors to date, no
assurance can be given that the depredations or organized or other crime will
not in the future have a material adverse effect on the Company.

Economic. Over the past five years, the Russian government has enacted
reforms to create the conditions for a more market-oriented economy. Despite
some progress in implementing its reforms, including progress in reducing
inflation and stabilizing the currency and industrial production, there remains
generally rising unemployment and underemployment, high government debt relative
to gross domestic product and high levels of corporate insolvency. No assurance
can be given that reform policies will continue to be implemented and, if
implemented, will be successful. Nor can any assurance be given that Russia will
remain receptive to foreign trade and investment or that the economy will
improve.

In addition, Russia, the CIS and other emerging countries in which the
Company operates currently rely upon substantial financial assistance from
several foreign governments and international organizations. To the extent any
of this financial assistance is reduced or eliminated, economic development in
Russia, the CIS and other such countries may be adversely affected.

Russian and CIS businesses have a limited operating history in
market-oriented conditions. The relative infancy of the business culture is
reflected in the Russian banking system's undercapitalization and liquidity
crises. There have been concerns about rumors that many Russian banks continue
to have cash shortages. The Russian Central Bank has reduced bank reserve
requirements, in order to inject more liquidity into the Russian financial
system, but has stressed that it will not bail out the weaker banks. Many of
these banks are expected to disappear over the next several years as a result of
bank

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failure and anticipated consolidation in the industry. Letters of credit issued
by Russian banks are generally considered to pose a higher risk, and Russian
companies generally lack strong credit histories. Moreover, many European and
American manufacturers and distributers are reluctant to deal directly with
Russian companies due to such risks. A general Russian banking crisis could have
a material adverse effect on the Company's operations and financial performance
and on the viability of the Company's receivables.

Legal Risks. As part of the effort to transform their economies into more
market-oriented economies, the Russian and other CIS governments have rapidly
introduced laws, regulations and legal structures intended to give participants
in the economy a greater degree of confidence in the legal validity and
enforceability of their obligations. Risks associated with the legal systems of
Russia and the other independent republics of the CIS include (i) the untested
nature of the independence of the judiciary and its immunity from economic,
political or nationalistic influence; (ii) the relative inexperience of judges
and courts in commercial dispute resolutions and generally in interpreting legal
norms; (iii) inconsistencies among laws, presidential decrees, government
resolutions and ministerial orders; (iv) frequently conflicting local, regional
and national laws, rules and regulations; (v) the lack of legislative, judicial
or administrative guidance in interpreting the applicable rules; and (vi) a high
degree of discretion on the part of government authorities and arbitrary
decision making which increases among other things, the risk of property
expropriation. The result has been considerable legal confusion, particularly in
areas such as company law, commercial and contract law, securities and antitrust
law, foreign trade and investment law and tax law. Accordingly, there can be no
assurance that the Company will be able to enforce its rights in any disputes
with its joint venture partners or other parties in Russia or the CIS or that
its ventures will be able to enforce their respective rights in any disputes
with partners, customers, suppliers, regulatory agencies or other parties in
Russia or that the Company can be certain that it will be found to be in
compliance with all applicable laws, rules and regulations.

RELIANCE ON KEY EXECUTIVES

The Company is heavily dependent upon the efforts and abilities of Serge
Pisman, Yury Greene, Herman Roth and Eric Piker. The loss of the services of any
of these individuals would have a material adverse effect on the Company's
business, financial condition and/or results of operations. Currently, the
Company has employment agreements with each of these key employees, but it does
not have key-man insurance on any of their lives.

COMPETITION

The Company's operates in an industry which is highly competitive, and the
diverse distribution channels in which the Company markets its products
frequently involve different competitive factors. Most companies which compete
with the Company have greater financial and other resources than the Company.
European and American manufacturers are desirous of marketing and distributing
their products and services to the former Soviet Union markets. The Company
believes its main competitors are major American companies with brands such as
Heinz'TM', Kraft'TM', General Foods'TM', and Campbell'TM' which are currently in
the marketplace. These companies have greater marketing, distribution,
financial, and other resources than the Company permitting such companies to
secure significant contracts and implement extensive advertising. No assurance
can be given that the Company will be able to successfully compete with such
other companies on a long term basis. See 'Business.'

SEASONALITY

The Company's product mix consists of food, clothing, automotive parts and
equipment. Sales of food products tend to increase during the months of October,
November and February. Sales of clothing, auto parts and equipment tend to
increase during the months of October, November and December. These increases
generally coincide with the observance of traditional religious and state
holidays.

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SHARES ELIGIBLE FOR FUTURE SALE

Assuming the conversion of the remaining $130,000 balance on the Note in
full at the assumed conversion price of $0.53 per share, the Company will have
outstanding 5,305,631 shares of Common Stock, not including options to acquire
300,000 shares issued to each of Messrs. Pisman, Greene and Roth. Of such
5,305,631 shares, 2,755,000 shares will be 'restricted securities' and in the
future, may be sold only in compliance with Rule 144 or other exemption under
the Securities Act, unless registered under the Securities Act. Under Rule 144,
a person who has owned Common Stock for at least one (1) year may, under certain
circumstances, sell within any three-month period, a number of shares of Common
Stock that does not exceed the greater of one (1%) percent of the then
outstanding shares of Common Stock or the average weekly trading volume during
the four (4) calendar weeks prior to such sale. In addition, a person who is not
deemed to have been an affiliate at any time during the three (3) months
preceding a sale and who has beneficially owned the restricted securities for
the last two (2) years, is entitled to sell all such shares without regard to
the volume limitations, current public information requirements, manner of sale
provisions and notice requirements. The Company cannot predict how sales made
pursuant to Rule 144 would affect the prevailing market price of the shares of
Common Stock. See 'Shares Eligible for Future Sale.'

PENNY STOCK RULE

Trading in the Company's securities is conducted on the OTC Bulletin Board.
In the absence of the common stock being quoted on Nasdaq, or the Company having
$2 million in net tangible assets, trading in the common stock would be covered
by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended
(the 'Exchange Act') for non-Nasdaq and non-exchange listed securities. Under
such rule, broker-dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. In addition, such broker-dealers must
provide each customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. Securities are exempt from this rule if the market
price is at least $5.00 per share.

The Securities and Exchange Commission (the 'Commission') has adopted
regulations that generally define a penny stock to be an equity security that
has a market price of less that $5.00 per share, subject to certain exemptions.
Such exemptions include an equity security listed on Nasdaq and an equity
security issued by an issuer that has (i) net tangible assets in excess of $5
million, if such issuer has been in continuous operation for less than three (3)
years, (ii) net tangible assets in excess of $2 million if such issuer has been
in continuous operation for at least three (3) years, or (iii) average revenue
of at least $6 million for the preceding three (3) years. Unless an exemption is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The Company's common stock is not
presently subject to the regulations on penny stock because the Company has net
tangible assets in excess of $2 million and has been in operation for at least
three years. However, if the Company's net tangible assets were to fall below $2
million during a period in which the Company's revenues did not exceed $6
million for the then preceding three fiscal years, the Company's Common Stock
would then become subject to the penny stock rule, and the market liquidity for
the common stock could be severely and adversely affected due to the limitations
on the ability of broker-dealers to sell the common stock in the public market.

CURRENT PROSPECTUS AND STATE REGISTRATION REQUIRED TO SELL SHARES

At such time as the Shares and Warrants become registered under the
Securities Act of 1933, as amended (the 'Securities Act'), holders of the Shares
and Warrantswill be able to sell the Shares only if (i) a current Prospectus
under the Securities Act relating to the Shares and Warrants is then in effect
and (ii) the Shares are qualified for sale or exempt from qualification under
the applicable securities laws of the states in which the Selling Securityholder
makes sales. Although the Company has agreed to use its best efforts to maintain
a current registration statement covering the Shares and Warrants, there can be
no assurance that the Company will be able to do so. The value of the Shares and
Warrants may

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be greatly reduced if a registration statement covering the Shares and Warrants
is not kept current or if the Shares and Warrants are not qualified, or exempt
from qualification, in the states in which the holders of Shares and Warrants
reside. Persons holding Shares or Warrants who reside in jurisdictions in which
the Shares or Warrants are not qualified and in which there is no exemption will
be unable to sell their Share and/or Warrants.

CONTROL BY MAJORITY STOCKHOLDERS

Presently, Messrs. Pisman, Greene and Roth own collectively approximately
48.52% of the issued and outstanding shares of Common Stock. Assuming conversion
of the Note in full at the maximum rate of $0.53 per share, the exercise of the
warrants, and the exercise of options for the issuance of 900,000 shares of
Common Stock, in the aggregate, Messrs. Pisman, Greene and Roth will own
collectively approximately 48.12% of the issued and outstanding shares of Common
Stock. As the Company's Bylaws and Certificate or Incorporation do not provide
for cumulative voting for the election of directors, Messrs. Pisman, Greene and
Roth will be able to continue to elect the Company's directors, appoint officers
and otherwise control the Company's affairs and operations by virtue of their
holding approximately 48.12% of the outstanding shares. See 'Principal
Shareholders.'

NO PUBLIC MARKET

The Company securities offered to date have all been offered on a private
basis pursuant to exemptions from the registration requirements under the
federal securities laws. Accordingly, while resales of the Company's Common
Stock may be made by persons other than affiliates of the Company, there is
currently no significant public market for the Common Stock. See 'Description of
Securities.'

NO DIVIDENDS ON COMMON STOCK

The Company does not currently pay and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future because it intends to
retain its earnings to finance the expansion of its business. There can be no
assurance that the operations of the Company will result in sufficient revenues
to enable the Company to operate at profitable levels or to generate a positive
cash flow. Therefore, investors who anticipate the need of immediate income, in
the form of dividends on their common stock, should refrain from purchasing the
Shares being offered hereby.

POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK

The Company's Certificate of Incorporation, as amended, authorizes the
issuance of 100,000 shares of Preferred Stock, with designations, rights and
preferences to be determined from time to time by the Board of Directors. As a
result of the foregoing, the Board of Directors is empowered, without further
shareholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of the Common Stock. In the event of issuance,
the Preferred Stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
Although the Company has no plans to issue any shares of Preferred Stock, there
can be no assurance that it will not issue Preferred Stock at some time in the
future. See 'Description of Securities.'

FORWARD LOOKING STATEMENTS

This Prospectus and the information incorporated herein by reference
contain various 'forward-looking statements' within the meaning of federal and
state securities laws, including those identified or predicated by the words
'believes,' 'anticipates,' 'expects,' 'plans' or similar expressions. Such
statements are subject to a number of uncertainties that could cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, those described under 'Risk Factors'. Given these uncertainties,
prospective purchasers are cautioned not to place undue reliance upon such
statements.

USE OF PROCEEDS

The Company will receive none of the proceeds from the sale of either the
Shares or the Warrants by the Selling Securityholder. The Company will cease to
be indebted with respect to all or a portion of the principal of the Note to the
extent the Note is converted into Shares of Common Stock and Warrants. In
addition, if all of the Warrants were exercised, the Company would receive gross
proceeds of approximately $2,900,000. The Company currently anticipates that any
proceeds received from the exercise of the Warrants will be used as working
capital for general corporate purposes. No assurance can be given that any of
the Warrants will be exercised.

<PAGE>

<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1998 and as adjusted to reflect the issuance of 555,098 Shares of the Common
Stock offered hereby upon conversion of the Note at an actual price of $0.53 for
298,964 shares and an assumed price $0.53 per share for 256,134 shares and the
receipt and initial application of the net proceeds therefrom. The following
table should be read in conjunction with the financial statements and related
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------------------------
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
---------- ------------- ---------------
<S> <C> <C> <C>
Total current liabilities......................................... $3,267,772 $ 3,111,690 $ 2,976,419
Long-term obligations............................................. 22,300 22,300 22,300
Total liabilities................................................. 3,290,072 3,133,990 2,998,719
Stockholders' equity:
Common Stock, par value, $.001 per share: 4,548,860 issued
and outstanding............................................ 4,750 156,082 --
5,049,497 shares prior to the offering and conversion of the
balance remaining on the Note.............................. -- 5,049 --
5,305,631 shares after conversion of the assumed balance on
Note (including 5,271 of accrued interest at March 31, 1998
on the Note)............................................... -- -- 5,306
Preferred Stock, no par value, 100,000 shares authorized and
unissued........................................................ -- -- --
Additional paid-in capital........................................ 4,612,995 4,751,978 4,872,432
Accumulated deficit............................................... (171,485) (171,485) (171,485)
Total capitalization.................................... $7,736,332 $ 7,719,532 $ 7,704,972
</TABLE>

- ------------

(1) Retroactively reflects at March 31, 1998 the conversion of $150,000 of the
10% Convertible Note and $6,082 in accrued interest thereon into 298,964
shares (at $0.53 per share) of the Company's Common Stock; and (ii) a charge
to additional paid-in capital of $16,800 of deferred financing costs upon
conversion.

(2) Retroactively reflects the assumed conversion of the remaining $130,000
principal balance and $5,271 in accrued interest at March 31, 1998 of the
Company's 10% Convertible Note into 256,134 shares ($0.53 per share) of the
Company's Common Stock with charges to additional paid in capital for
$14,560 in deferred financing costs upon conversion and $90,000 in
registration costs.

DIVIDEND POLICY

The Company has never paid dividends on its Common Stock and does not
anticipate paying dividends or altering its dividend policy in the foreseeable
future. The Company currently intends to retain all available funds for use in
the operation and expansion of its business. The payment of dividends on its
Common Stock will depend upon its earnings, financial condition, cash flows,
capital requirements and such other considerations as the Board of Directors may
consider relevant, including any contractual prohibitions with respect to the
payment of dividends.

<PAGE>

<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial
data for the Company as at March 31, 1998 (unaudited), September 30, 1997 and
1996, for the six months ended March 31, 1998 and 1997 (unaudited), and for the
years ended September 30, 1997 and 1996. The summary historical financial data
as at and for years ended September 30, 1997 and 1996 is derived from the
audited consolidated financial statements (and notes thereto) of the Company
included elsewhere in this Prospectus. The summary financial data as at March
31, 1998 and for the six months ended March 31, 1998 and 1997 is derived from
the unaudited consolidated financial statements (and notes thereto) of the
Company included elsewhere in the Prospectus which, in the opinion of
management, reflect all adjustments and accruals, consisting only of normal
recurring adjustments and accruals, necessary to present fairly the financial
statements of the Company as at March 31, 1998 and for the periods ended March
31, 1998 and 1997. The results for the six months ended March 31, 1998 and 1997
are not necessarily indicative of the results to be expected for the full year.
The summary historical consolidated financial data should be read in conjunction
with the consolidated financial statements (and notes thereto) of the Company
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE YEAR
MARCH 31, ENDED SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Operating Data:
Net sales.......................... $11,058,062 $7,083,530 $15,389,452 $9,987,751
Cost of goods sold................. 10,174,397 6,490,783 14,012,761 9,392,550
Selling expenses................... 248,668 169,327 429,220 229,534
General and administrative
expenses......................... 351,826 210,683 611,154 448,545
Depreciation and amortization...... 92,089 38,452 109,624 14,461
Interest income.................... 24,505 21,186 44,554 44,611
Interest expense................... (294,203) (16,168) (32,244)
Other income....................... -- -- 5,487 --
Operating income (loss)............ (78,616) 179,303 250,494 (261,839)
Provision for taxes................ 82,264 85,500 118,244 4,442
Minority interest.................. -- 2,812 2,812 --
Net income (loss).................. (160,880) 90,991 128,640 (101,634)
Per Share Data:
Net income (loss) per common
share............................ $(0.03) $0.03 $0.03 $(0.04)
Average Number of Shares
Outstanding...................... 4,643,816 3,483,772 3,729,065 2,546,000
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1996
------------ ------------- -------------
<S> <C> <C> <C>
Balance Sheet Data:
Working capital............................................... $4,033,729 $ 3,713,805 $ 3,026,109
Current assets................................................ 7,301,501 5,762,544 4,726,124
Total assets.................................................. 7,736,332 6,210,012 4,799,950
Long-term obligations......................................... 22,300 12,921 181,342
Total liabilities............................................. 3,290,072 2,061,660 1,881,357
Accumulated deficit........................................... (171,485) (10,605) (142,057)
Total stockholders' equity.................................... $4,446,260 $ 4,149,253 $ 2,918,593
</TABLE>

<PAGE>

<PAGE>
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 Prospectus.

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 wholesalers in Russia and other
former U.S.S.R. countries (also referred 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 also has an International Seminars
Department which provides 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.

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 SIX MONTHS ENDED MARCH 31, 1998 AND 1997

Revenues increased $3,620,000 (54.9%) in the food products segment to
$10,212,000 in 1998 over the 1997 period. The increase is largely attributable
to the commencement of the sale of meat products to a new customer in the 1997
period. The other product lines' sales increased $354,000 (72%) to $846,000 in
the current period from $492,000 in 1997. The increase is attributable to an
increase in auto accessories sales of $86,000 and an increase in sales of
apparel of $268,000 over the previous period. The cost of sales for the six
months ended March 31, 1998 increased $3,683,000 (56.7%) to $10,174,000 (92.0%
of sales) from $6,491,000 (91.6% of sales) for the corresponding period in 1997.
This increase is attributable to the increased sales volume. The increase in
cost of sales as a ratio of revenues is attributable to increased sales margins
in both segments. As a percentage of sales, gross profit for the food product
segment increased from 7.2% to 6.8% due to increased selling prices whereas the
2.6% increase in gross profits to 24.8% in 1997 for the auto accessories and
clothing sales is due to a different product mix with higher margins of items
sold during the current period.

Selling expenses increased $51,000 (72.9%) in the current quarter to
$121,000 (2.4% of sales) from $70,000 (1.8% of sales). Such increase is
attributable to increased variable selling costs resulting from the $1,044,000
increase in sales (26.5%) for the quarter and an increase in personnel costs.
General and administrative expenses increased $43,000 (46.2%) to $136,000 or
2.7% in the current period from $93,000 (2.4%) in the comparable prior year's
period. Legal, consulting and other professional fees accounted for $30,000 of
the increase while the remaining cost increases are attributable to sundry
managerial and office costs.

<PAGE>

<PAGE>
Depreciation and amortization increased $54,000 (142.1%) to $92,000 (0.8%
of sales) from $38,000 in 1997. The increase is attributable to an increase in
amortization of deferred consulting fees of $22,000 and amortization of deferred
financing costs of $28,000.

Interest income in both six month periods remained constant. Interest
expense increase $278,000 to $294,000 (2.7% of sales) in the current period from
$16,000 (0.2% of sales) in the six months ended March 31, 1997. The increase
arises from interest on the convertible note issued in the current period plus a
$269,000 charge for the financing costs associated with this note's conversion
option to shares of the Company's common stock below the market value at the
time of conversion.

The decrease in tax provision from $86,000 in 1997 to $82,000 in 1998 is
attributable to reduction in income in the current period as a result of
increased operating costs and the charge to operations of nondeductible costs
for income tax purposes.

Net income in 1997 decreased from a net profit of $91,000 to a net loss of
$161,000 in 1998 for the reasons noted above.

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 the foregoing.

COMPARISON OF THE YEAR ENDED SEPTEMBER 30, 1996 AND 1995

Net sales increased $7,668,000 (330.5%) to $9,988,000 in fiscal 1996 as
compared to $2,320,000 in net sales in fiscal 1995. This increase is a mix of an
increase in food sales of $8,374,000 and a reduction in automotive accessories
sales of $706,000 from fiscal 1995 levels. This variant in product sales mix is
the reason the cost of sales increased 4.8% to 84.0% of sales ($9,393,000) in
fiscal 1996 from 89.2% of net sales ($2,069,000) in fiscal 1995. Historically,
export sales of food products are more competitive and realize a lower gross
margin than the sale of automotive accessories.

<PAGE>

<PAGE>
Selling expenses increased $145,000 (170.6%) to $230,000 in fiscal 1996
from $85,000 in fiscal 1995. As a percent of sales they decreased from 3.7% in
1995 to 2.3% in 1996. The $145,000 increase is attributable to the payroll costs
of increased personnel and the opening in February 1996 of the Company's new
sales, administrative and executive offices in New York City.

General and administrative costs increased $195,000 (66.3%) to $449,000
(6.3% of sales) in fiscal 1996 from $294,000 (12.7% of sales) in fiscal 1995.
The higher costs attained in 1996 are largely attributable to the incurrence of
$128,000 in professional and consulting fees in the last quarter of fiscal 1996
as well as increased administrative costs associated with the Company's new
headquarters and increased sales volume.

In fiscal 1996, the Company had interest income of $12,000 (net of interest
expenses of $32,000) as compared to net interest expense of $21,000 (net of
$4,000 in interest income) in 1995. The increase in interest income is the
result of investing cash generated from operations in interest bearing cash
equivalents.

The provision for income taxes of $7,000 in 1996 resulted primarily from
the non-deductibility of $236,000 of the above mentioned consulting fees while
the $48,000 tax benefit reflected in fiscal 1995 arises from the loss incurred
in that period.

The net loss for both fiscal 1996 and 1995 was $101,000.

FINANCIAL CONDITION

MARCH 31, 1998 COMPARED TO SEPTEMBER 30, 1997

The Company's free cash position at March 31, 1998 decreased $111,000 to
$407,000 from $518,000 at September 30, 1997. The decrease is attributable to
the increase in restricted cash (held by a bank as collateral for acceptance
payable and bank lines of credit) of $135,000 and an increase in accounts
receivable and inventories. Unrestricted cash was increased during the period
from the net proceeds of the sale of a $500,000 convertible note.

The Company had an operating cash flow deficit of approximately $1,531,252
for the six months ended March 31, 1998 and of approximately $770,990 for the
year ended September 30, 1997. This represents an increase of 98.6%. The
Company's operating cash flow deficit for the six months ended March 31, 1997
was $649,972, which represents a 135.5% increase to the March 31, 1998 amount.
While the Company's cash flow deficit increased 135.5%, revenues increased only
54.9%. These cash flow deficits resulted from an increase in the Company's
inventory position and a dramatic increase in accounts receivable. The Company
is in the process of expanding its business, and management believes that in
order to do so, it must operate with sufficient inventory and must offer its
customers favorable credit terms. The Company's growth is being financed by
receivable lines of credit from banks and extension of terms to customers. The
Company expects this downward, negative trend in cash flows to continue as long
as it is in the process of expanding its business. See 'Risk Factors -- Reliance
on Exernal Sources of Financing; Substantial Operating Cash Flow Deficits.'

The increase in accounts receivable is largely attributable to the
Company's extending longer credit terms and larger credit amounts to its old and
new customers. The extension of credit terms and larger credit amounts to its
old and new customers are the result of market conditions and response to
competitors' terms. Through July 9, 1998, approximately $3,800,000 of the March
1998 receivables were collected, and management expects to receive the remaining
$350,000 in August 1998. The number of days of sales in open accounts receivable
increased to 68 days at March 31, 1998 from 63 days at September 30, 1997 and
from 12 days at September 30, 1996. The increase results from the Company's
desire to expand its business which required offering more favorable credit
terms to its new and old customers. The increase in the inventory level of
$108,000 comes from an increase in apparel products of $40,000, an increase in
the food segment of $88,000, and a reduction in the auto accessory inventory of
$20,000. The March 31, 1998 inventory has $2,000,000 of paint inventory of which
the Company has confirmed sales orders to ship approximately 50% by August 1998
and verbal indications from customers for the remainder to be shipped between
August and December 1998.

<PAGE>

<PAGE>
The Company in May 1996 acquired $2,800,000 of paint inventory. Through
March 31, 1998 only $800,000 (28%) has been sold. The other non-food products in
this segment have a turnover ratio of approximately 10 times per year while the
food segment inventory turnover is in excess of 50 times per year. The large
auto and paint inventory in relationship to sales during fiscal 1997 and the
current six months is the result of financial problems incurred by the Russian
auto industry's after market. Management believes the market conditions for its
customers and therefore its products have improved and will go forward with
shipments of these products. Previously, management believed that the market
conditions in the CIS area could only safely sustain limited sales of its
products whereas when it acquired the auto paint inventory in May 1996,
management believed the economic climate in these areas was very good for these
products and anticipated a significant turnover. The Company has confirmed a
purchase order for paint in the amount of $955,196, which is expected to be
shipped by August 15, 1998. Upon the completion of the sale of its present paint
inventory, the Company will only purchase such products in sufficient quantities
to fulfill customers' orders. The liabilities to the Company's banks increased
$1,599,000 to $1,630,000 at December 31, 1997 from $31,000 at September 30,
1997. The increased use of the Company's four bank lines of credit was used to
pay for the purchases of the Company's food segment products. This enabled the
Company to reduce its accounts and acceptances payable obligations to $1,068,000
at December 31, 1997 from $1,440,000 at September 30, 1997.

Accrued expenses, income taxes payable and other current liabilities in the
aggregate remained stable.

In January 1998 and May 1998, $220,000 and $150,000, respectively of the
$500,000 convertible note plus accrued interest was converted into 201,673 and
$298,964, respectively, shares of the Company's common stock. The Company
received the net proceeds of the note in November 1997. The $130,000 balance of
the note plus accrued interest thereon at 10% is due and payable on November 1,
1998. The noteholder may, at its option, convert any portion of or all of the
remaining liability into shares of common stock at any time up to its due date.

Stockholder's equity increased $297,000 to $4,446,000 at December 31, 1997
from $4,149,000 at September 30, 1997 even though the Company sustained a
$161,000 net loss for the period. The $161,000 net loss included a $269,000
finance charge for the discount between the stated value of the Company's
convertible note and the fair value of common shares the note could be converted
into on the date of the note's issuance. The $269,000 charge to operations has a
similar $269,000 increase to additional paid-in capital and stockholders'
equity. Additional paid-in capital was also increased $189,000 for the
conversion of $224,000 in debt -- net of $35,000 in deferred finance costs.

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.

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 of 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.

<PAGE>

<PAGE>
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.

SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995

Unrestricted cash and cash equivalents increased $76,000 from $264,000 at
September 30, 1995 to $340,000 at September 30, 1996 and restricted cash
increased $206,000 to $1,136,000 at September 30, 1998. The increase in cash and
cash equivalents primarily is the result of the net proceeds from loans to the
Company from its stockholders and other related parties of $210,000 and the
non-cash charge of $128,000 to operations in the fourth quarter of fiscal 1996
from the issuance of shares of the Company's common stock in December 1996 at
their fair market value for services rendered by counsel and consultants. These
professionals valued their services at $44,000.

Accounts receivable decreased $162,000 to $320,000 at September 30, 1996
from $482,000 at September 30, 1995 because of the Company's expanded use of
obtaining advance payments from customers for sales prior to shipment of the
products.

Inventories increased $2,869,000 from $20,000 at September 30, 1995 to
$2,889,000 at September 30, 1996. This increase resulted from the acquisition of
$2,819,000 of automotive paint products for 56,389 shares of the Company's
common stock in May 1996. The Company commenced selling these products in fiscal
1997. In fiscal 1996, the Company used $52,000 of cash to acquire property
assets and for deposits on its leaseholds.

Accounts and acceptances payable, accrued expenses and other current
liabilities aggregated $1,299,000 at September 30, 1996 which is $57,000 less
than these liabilities aggregated at September 30, 1995. The reduction is
largely due to the payment of accrued salaries and rent to the Company's
officers and entities affiliated with the officers.

The deferred income tax asset (net of currently payable income taxes)
decreased from $39,000 at September 30, 1995 to $22,000 at September 30, 1996 as
a result of the reversal of timing differences between the deductibility of
expenses for income tax and financial reporting purposes.

Notes payable aggregated $386,000 at September 30, 1995 of which $11,000
was to related parties which was paid in fiscal 1996 and $375,000 is an
installment note payable to a bank. The installments due and paid in fiscal 1996
were $167,000 resulting in the liability to the bank of $208,000 at September
30, 1996. During fiscal 1996, the Company's officers and/or entities affiliated
with the officers loaned the Company $220,000 for working capital requirements.
Such notes were outstanding at September 30, 1996.

At September 30, 1996, the Company had recognized a liability of $128,000
for services rendered by professionals and consultants during fiscal 1996. These
obligations were satisfied by the issuance of shares of the Company's common
stock in December 1996.

<PAGE>

<PAGE>
Stockholders' equity increased $2,864,000 to $2,918,000 at September 30,
1996. The increase arises from the issuance of shares of the Company's common
stock for cash of $147,000 and inventory of $2,819,000 less the net loss
incurred in fiscal 1996 of $101,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at March 31, 1998, September 30, 1997 and
1996 was $4,034,000, $3,714,000 and $3,026,000, 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
payment for services rendered and as payment for inventory. The Company, in
January 1996 and March 1996, issued 971 shares and 500 shares, respectively, of
its common stock for cash payments of $97,000 and $50,000, respectively. In May
1996, the Company issued 56,389 shares of its common stock for inventory whose
fair market value was $2,819,400. The Company issued 325,000 shares of its
common stock in payment of $128,000 of obligations incurred for services
rendered. The Company in 1997 issued 870,000 shares of its Common Stock to 29
investors for an aggregate of $522,000 in cash (before costs associated with the
offering). Prior to the acquisition of Shuttle in December 1996, the then
stockholders of Shuttle sold 10% of its capital shares for $100,000 in cash. The
Company acquired this 10% minority interest in Shuttle for 250,000 shares of its
common stock as part of the same transaction in which it acquired 90% from three
of its officer/directors for 2,250,000 shares of common stock.

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 letter of credit and
acceptances payable lines of credit aggregating $3,525,000 and the net proceeds
from the issuance at par of its $500,000, 10% Convertible Note in November 1997,
of which $220,000 was converted into shares of the Company's common stock in
January 1998 and $150,000 was converted into shares in May 1998, should be, in
the aggregate, sufficient to fund the Company's operations for the next 12
months if the Company's operations are consistent with management's
expectations. 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.

<PAGE>

<PAGE>
BUSINESS

GENERAL

The Company is a full service distributor which exports dairy and meat
products, seafood, instant soups, deli products and other grocery items from the
United States and Europe to the Russian and Eastern European marketplace through
its subsidiary, Globus Food Systems International Corp. The Company plans to
expand its distribution system in Russia, including the improvement of existing
warehouse facilities and development of new warehouses. In October 1996, the
Company commenced export to Russia of acrylic auto paint.

Shuttle International Ltd., a New York corporation ('Shuttle'), the
Company's wholly owned subsidiary, is engaged in the distribution and
exportation of non-food products such as auto parts and clothing, primarily to
Russia and the CIS states, generally the same geographic areas involved with the
Company's food business.

The market for distribution and marketing of food products in the CIS and
Russia is highly competitive. The Company believes its main competitors are
major American companies with brands such as Heinz'TM', Kraft'TM', General
Foods'TM', and Campbell'TM' which are currently in the marketplace. The Company
has established a distribution network which is expanding. The Company is
seeking to increase distribution of existing and newly introduced products in
current markets. The Company's food products are currently marketed through its
distribution system in over 30 cities in Russia and the CIS states. The products
are sold in over 800 leading supermarkets and food stores in Moscow and other
regions. In addition, the Company attends most major trade shows in Russia and
the CIS states and it is featured in different trade publications and
directories. The Company believes that it enjoys an increasing awareness among
Russian, as well as other, food importers and distributors.

DEVELOPMENT 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, and Ross changed its corporate name to Globus Food Systems International
Corp. On October 18, 1996, the Company changed its corporate name to Globus
International Resources Corp. 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 Serge Pisman, Yury Greene
and Herman Roth, its principal shareholders, and others, all of the issued and
outstanding capital stock of 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.

DESCRIPTION OF BUSINESS

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

<PAGE>

<PAGE>
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 75% of all of the
Company's food items. Diary products and seafood constitute approximately 12%
and 10% respectively. The remaining 3% include instant soups and various other
grocery items. The shipment of these food products increase in October, November
and February due to the observance of traditional national and religious
holidays.

In October 1996, the Company commenced export to Russia of acrylic auto
paint. In connection therewith it 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 Common Stock (adjusted for the
Company's reverse stock split). The shares are subject to a three year escrow
and voting rights agreement wherein the Company is entitled to all voting
rights. The Company, at its option, during the three year escrow term may
repurchase all or a portion of the shares for $75.00 per share.

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. 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 the end of one year, 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, since the beginning of 1995, Russia has reinstated
certain price regulations. 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 to maintain certain price levels. In
some cases, these governments place restrictions on profits which can be derived
from sales of food products. See 'Risk Factors -- Risks Relating to Russia and
the CIS.'

Russia and the other CIS states frequently experience shortages of grain
and other food products. These shortages 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, generally 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 which
credit terms of from 30-45 days.

Shuttle is an exclusive supplier of American western clothing to the
'Texas' chain of Western wear clothing and apparel stores in Moscow. The Company
supplies jeans, shirts, outerwear, hats, belts, boots, etc. from American
manufacturers to Russian retailers and wholesalers.

<PAGE>

<PAGE>
Shuttle also has an International Seminars Department which provides
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.

Shuttle, in cooperation with the Canadian modular housing manufacturer
'Modulex', has built modern cottages in an exclusive Moscow suburb. All houses
were pre-built in Canada and shipped in sea containers.

The Company's food and non-food distribution and exporting businesses
contribute approximately 85% and 15% of gross revenues respectively during
fiscal 1997.

PRINCIPAL SUPPLIERS

The Company has formed trade relationships with international food
manufacturers which supply the Company's food products and include Banner Smoked
Fish, Inc., a processor of smoked fish, Jermi Fasewerk, a manufacturer of smoked
and processed cheeses, Fodor Cheese, Comapeche a maker of seafood products, and
Interaliment, a manufacturer of frozen surimi and various fish products. The
Company does not believe that the loss of any of its suppliers would have a
material adverse effect on its business.

DISTRIBUTION AND MARKETING OPERATIONS

The Company sells food products to distributors who distribute to major
supermarkets, restaurants, and other food vendors in Russia and the CIS. The
Company has established a distribution network which is expanding. Sales to two
customers, Marcon-Express and Marcon-Trade, accounted for 46.6% and 45.8% of
sales in fiscal 1997. During the three months ended December 31, 1997 sales to
these customers were 31.0% and 30% of the total sales. Also during this period,
another customer, GMT, accounted for 31.2% of food sales. These customers each
accounted for 47.8% of the food section sales. Customer/distributors for the
other lines of products are M-Auto, Texas and Envilad. Sales to these
distributors accounted for 46.1%, 35.0%, and 0% for the quarter ended December
31, 1997 and 30.0%, 25.5% and 39.0% for fiscal 1977. The Company does not
believe that this concentration of sales represents a material risk of loss with
respect to its financial position. While the size of the markets in Russia and
Eastern Europe is substantial and demand for food items is strong, there are
only a few companies that export food products at competitive and comparable
prices. Price fluctuation in the cost of goods, however could materially affect
the results of the Company's operations.

All of Shuttle's sales for the year ended September 30, 1996 were to one
customer in Russia, Markon-Auto. During fiscal 1996, Shuttle sold only
aftermarket automotive parts which were purchased from new and used car dealers
as well as auto parts retailers, all of whom are located in the Metropolitan New
York City area. In Moscow, Shuttle's principal market for auto parts and auto
repair facilities are conducted generally from large terminals enabling the
Company to concentrate its sales to several large distributors.

In 1996, Shuttle commenced exporting and distributing in Russia a broad
line of active wear, Western style clothing and Native American accessories.
Shuttle has not established exclusive arrangements with its manufacturers and
suppliers.

The Company is seeking to increase distribution of existing and newly
introduced products in current markets. The Company believes that in order to
continue to improve profit margins, it must reduce the cost of goods sold and
increase sales volume. The Company expects to reduce costs by obtaining volume
discounts from its suppliers, and increase its gross margin by offering its
customers better credit terms. The Company's food products are currently
marketed through its distribution system in over 30 cities in Russia and the CIS
states. The products are sold in over 800 leading supermarkets and food stores
in Moscow and other regions. In addition, the Company attends most major trade
shows in Russia and the CIS states and it is featured in different trade
publications and directories. The Company believes that it enjoys an increasing
awareness among Russian, as well as other, food importers and distributors.

<PAGE>

<PAGE>
Generally, the Company receives orders from Russian and European wholesale
distributors. These orders are filled by the Company's principal suppliers
against the Company's bank letters of credit and on general credit terms.
Approximately 30% of the Company's customers pay to the Company in advance of
delivery of the order up to 50% of the charge for the order with the balance due
within 30 days. The Company has thus far experienced good credit relations with
its customers.

COMPETITION

The Company faces significant competition in the marketing and sales of its
products. The recent economic reforms and political changes in Russia created
enormous business opportunities for US agribusiness companies. During 1997, US
exports of agricultural products and machinery increased over 400% and export of
food processing machinery increased over 80%. European and American
manufacturers are desirous of marketing and distributing their products and
services to the former Soviet Union markets. The Company believes its main food
product competitors are major American and international companies with brands
such as Heinz'TM', Kraft'TM', General Foods'TM', General Mills'TM', Nabisco'TM',
Nestle'TM' and Campbell'TM' which are currently in the marketplace. Shuttle
competes with dealerships and auto manufacturers located in Russia and the CIS
with a supply of parts and other import/exports. These companies have greater
marketing, distribution, financial, and other resources than the Company
permitting such companies to secure significant contracts and implement
extensive advertising. However, these American manufacturers do not find it cost
efficient to contract with small vendors whereas the Company sells its products
to both large and small distributors. American and European manufacturers and
distributors are reluctant to deal directly with Russian companies due to the
high risk of letters of credit issued by Russian banks, the lack of strong
credit history of Russian companies, and the lack of established business
practices and a fully developed legal system. The Company however is willing to
deal with the Russian and Eastern European distributors since its management is
familiar with both Western and Russian business practices and understands
Russian customer needs.

SEASONALITY

BUSINESS STRATEGY

The Company plans to concentrate its efforts to expand its food exporting
business by attracting more customers and offering a larger variety of food
items on competitive terms. The Company plans to continue to identify other
product lines for export where its export expertise can be profitably utilized.
In addition to expanding its exporting and distribution business the Company
will consider joint venture opportunities in its established geographic and
business areas.

The Company's management believes that the Company may benefit from
vertical integration of its food operations, which, it is believed, can provide
production and cost controls on finished products, reduced tariffs, private
labeling and higher profit margins. As part of its vertical integration
strategy, the Company has entered into a letter of intent with GMT Poland and
GMT Denmark for the procurement and processing, in Poland, of pork and pork
products, under its own proprietary label, for distribution throughout Russia
and the CIS. Pursuant to a final agreement, as contemplated in the letter of
intent, 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. 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 the end of one year, the Company will have an option either to
receive 30% of the net

<PAGE>

<PAGE>
profits of GMT Poland or to purchase a 30% equity interest in GMT Poland at a
purchase price of $2,000,000. See 'Description of Business.'

The Company formulated its plans for the GMT venture in response to
increasing demand for pork and pork by-products, such as sausages, in Russia and
the Ukraine. The Company exported to Russia approximately $2 million of products
in the last two years from Steff Houlberg, a Danish pork producer which
slaughters 2.4 million hogs per year. Since the Company is an exporter of Danish
meat products to Russia, it decided to enter into an alliance with a member of
the Danish meat industry, GMT Denmark, to establish slaughtering and meat
processing plants in Eastern Europe and Russia. The Danish meat industry,
specifically the pig meat industry, is based on a cooperative system in which
Danish farmers produce over 20 million pigs per year and export over 80% of the
production, making Denmark one of the world's largest exporters of pig meat. GMT
Denmark had approximately $8,662,481 in total assets, approximately $2,436,041
in net assets and approximately $4,427,326 in net sales as at, and for the year
ended, December 31, 1997.

To achieve such high production, Denmark has developed modern techniques
for slaughtering and processing pig meat. Only four slaughterhouses process the
entire production of the Danish farmers. Strict controls on hygiene and the use
of new technology have ensured that Danish meat products meet the highest
quality standards throughout the world.

Because of high custom duties for finished food products in Russia and the
Ukraine, the Company intends to own and construct a meat processing plant in
Moscow, using Danish know-how and technology, which would process frozen pig
carcasses from Poland into a variety of finished products which cater to the
tastes of the Russian market. By importing raw material from Poland, the Company
can substantially reduce tariffs and increase its profitability. Pigs in Russia
are more expensive than in Poland because they are raised on collective farms in
Russia in contrast to individual farms in Poland. The Company estimates the
total cost of such a plant at $3-4 million and tentatively plans to finance the
project either through a joint venture with a Russian company or the issuance of
debt or equity.

The Company is also planning to build a 100,000 square-foot refrigerated
warehouse facility in Moscow, 85% of which would be allocated to frozen and
chilled foods and the remaining 15% to dry storage. As planned, the building
would contain new refrigeration and computer equipment from U.S. manufacturers.
The Company estimates that the building will cost approximately $10,000,000 to
build and will take approximately a year to complete. Preliminary investigation
of sites in Moscow has uncovered several properties which already have some of
the infrastructure in place.

In July 1997, the Company met with representatives of Ex-Im Bank, Overseas
Private Investment Corporation, and the U.S. Trade and Development Agency
('TDA') in Washington to determine their interest in funding new refrigerated
warehouses in Moscow. Based upon their interest, the Company submitted a
proposal to the TDA requesting a grant for a feasibility study for one warehouse
in Moscow. In December 1997, the TDA approved $100,000 for such a study, which
is expected to begin in early 1998. The study may take about three months, and
should generate a business plan to enable the Company to obtain government
funding for the design and construction of the plant. Based upon preliminary
discussions with government agencies and commercial banks, the Company believes
that approximately 85% of the project may be financed using funds from such
agencies or banks.

Throughout Russia, there is a dearth of modern, refrigerated warehouses
which can reliably provide cold storage for frozen food. Most of the existing
facilities are over fifty years old, use antiquated refrigeration equipment,
have inadequate or unreliable power sources, and lack security for stored
merchandise. Most U.S. exporters are reluctant to ship bulk quantities of frozen
food to Russia because of this shortage of reliable frozen food warehouses.
Consequently, most of the frozen food shipped into Russia comes from European
manufacturers in truck quantities or from exporters who have their own storage
facilities.

Shuttle is considering participation in the construction of a new plant in
Moscow to build automatic transmissions for the local car market. The
anticipated cost for the plant is $3 million. The Russian government is
currently considering funding for the project, if the plant can produce
transmission parts for domestic autos, and should finalize its conclusions in
mid 1998. The Company may also participate with a U.S. manufacturer.

<PAGE>

<PAGE>
GOVERNMENT REGULATION

The Company is required to comply with customs and import regulations in
the countries to which it imports its product. To the best of its knowledge, the
Company is in compliance with all such regulations.

EMPLOYEES

At January 8, 1998, the Company employed 9 persons on a full time basis.
The Company also hires from 2-4 part time temporary workers on a day to day
basis, depending upon its requirements. None of the Company's employees is
represented by a union.

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, $68,160 in year three, $76,680 in year four, and $82,368 in year five.
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. 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.

<PAGE>

<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Serge Pisman............................... 33 President and Director
Herman Roth................................ 49 Secretary and Director
Yury Greene................................ 58 Treasurer and Director
</TABLE>

Serge Pisman has been President and a Director of the Company since May
1995 and is responsible for business development of food products, food related
equipment and modular construction supplies in Russia and CIS states. Mr. Pisman
has been Executive Vice President of Shuttle since 1991. Mr. Pisman has a
Bachelor's degree in accounting from Brooklyn College.

Yury Greene has been Treasurer and a Director of the Company since May 1995
and is responsible for customer relations and contract negotiation with U.S. and
European suppliers of food products and food related services and implementation
of the first modular construction project in Moscow, Russia. Mr. Greene has been
President of Shuttle since 1991. Mr. Greene has a Bachelor's degree in
Electrical Engineering from the Politechnical Institute in Lvov, Ukraine.

Herman Roth has been Vice President of Shuttle since 1991 and is
responsible for establishing food products and food related equipment and
business development. Mr. Roth has been Secretary and a Director of the Company
since May, 1995. Mr. Roth has a Bachelor's degree in economics from the
Leningrad Agricultural Institute in Russia.

LIMITATIONS ON PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

The Nevada Business Corporation Act, in general, allows corporations to
indemnify their directors and officers against expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by such person in connection with suits or proceedings, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation. In the case of the criminal
action, the director or officer must have had no reasonable cause to believe
that person's conduct was unlawful. Under current law, no indemnification may be
made if in connection with a proceeding, or in the right of the corporation in
which the director or officer was adjudged to be liable to the corporation.

The Company will enter into an indemnification agreement with each of its
directors and officers.

OTHER SIGNIFICANT EMPLOYEES

Eric Piker, age 32, has been Director of International Sales of Shuttle
since April 1992 and is responsible for food product research contracts and
customer relations. Mr. Piker has been director of international sales and
marketing of the Company since May 1995.

EMPLOYMENT AGREEMENTS

In January 1998, the Company entered into separate employment agreements
with Serg Pisman, Yury Greene and Herman Roth at annual salaries of $150,000
each. The agreements provide that Mr. Pisman shall be President, Mr. Greene,
Treasurer and Mr. Roth, Secretary. The agreements are all for a term of five (5)
years and automatically renew for successive one (1) year periods unless
terminated on notice at least 60 days prior to the end of the term by either the
Company and/or the employee. Each of the employees may be awarded bonuses as
agreed and set by the board of directors of the Company and are also entitled to
all rights and benefits under the Company's stock Option Plan. The employment
agreements provide that unless the employee is terminated without cause, that
for a period of twelve (12) months after such termination, the employee will not
directly or indirectly

<PAGE>

<PAGE>
compete with the Company in any capacity. Each of the agreements also provide
that the employees will refrain from disclosing information confidential to the
Company.

In October 1996, Eric Piker entered into an employment agreement with the
Company for a term of 3 years as its Director of International Sales. The
agreement provides for Mr. Piker to receive a salary of $676 per week through
March 21, 1997 and $1,320 per week thereafter.

EXECUTIVE COMPENSATION

The Company has not paid any compensation exceeding $100,000 to its
executive officers since its merger in 1995.

The following table sets forth the annual compensation for the Company's
Chief Executive Officer and President:

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------
AWARDS
ANNUAL COMPENSATION ---------- PAYOUTS
--------------------------------- SECURITIES ------------
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY* BONUS COMPENSATION OPTIONS COMPENSATION
- ----------------------------------------- ---- ------- ------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Serge Pisman, President.................. 1997 $90,000
1996 47,000 2,000 --
1995 34,000 1,667
</TABLE>

- ------------

* $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 will be paid in
1998.

STOCK OPTION PLAN

The Globus International Resources Corp. 1998 Associate Stock Option Plan
(the 'Option Plan') was adopted by the Board of Directors of the Company on
December 31, 1997. The purpose of the Option Plan is to advance the interests of
the Company and its stockholders by encouraging participation in the ownership
and economic progress of the Company by the Company's Associates (as that term
is defined in the Option Plan) and to provide such Associates with an
opportunity to participate in the increased value of the Company which their
efforts helped produce. 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 422 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 Option
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 of 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. If any option granted under
the Option Plan expires or terminates for any reason without having been
exercised in full, then the unpurchased shares, subject to that option will be
available for additional option grants. As of the date of this Prospectus, no
options have been granted under the Option Plan.

CERTAIN 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 was extended to April 30, 1998.

Ida and Victor Pisman, Serge Pisman's parents, loaned $20,000 to the
Company in August 1996 in exchange for the Company's 15% promissary note in the
principal amount of $20,000. This note was payable on August 22, 1997 and was
extended to August 25, 1998.

<PAGE>

<PAGE>
Olitsa Roth, through a professional corporation she owns, Herman Roth's
wife, loaned $75,000 to the Company in July, 1996 in exchange for the Company's
7% promissary note in the principal amount of $75,000. This note was paid in
full on March 4, 1997.

Prior to the acquisition of Shuttle, Serge Pisman, Herman Roth and Yury
Greene owned collectively 90% of the capital stock of Shuttle. All of the issued
and outstanding shares of capital stock of Shuttle were acquired by the Company
on December 11, 1996 in exchange for 2,500,000 shares of the Company's common
stock.

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 $1,500,000 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of Stock, as of the date of this Prospectus and as adjusted
to reflect the conversion of the Note into the underlying Shares and Warrants
(i) each person who is known by the Company to beneficially own more than 5% of
the Common Stock, (ii) each director of the Company, (iii) each of the Company's
named executive officers and (iv) all directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE APPROXIMATE
BENEFICIAL OWNER OF OWNERSHIP % OF CLASS
- ----------------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
FTP Inc.(1).................................................................. 1,513,542(1) 21.74%
Robert W. Martyn(1)(2)....................................................... 1,513,542(2) 21.74%
Serge Pisman(3).............................................................. 1,116,667 16.04%
Herman Roth(3)............................................................... 1,116,666 16.04%
Yury Greene(3)............................................................... 1,116,666 16.04%
All directors and officers as a group (3 in number).......................... 3,349,999 48.12%
</TABLE>

(1) FTP Inc.'s and Mr. Martyn's address is 48 Par-La-Ville Road, Hamilton,
Bermuda HM11. The 1,513,542 shares beneficially owned represents 500,637
owned directly, 256,134 Shares which FTP, Inc. has the right to purchase
upon conversion of the Note, at an assumed price of $0.53 per share and
shares underlying 756,771 Warrants, which are issuable in an amount equal to
the number of shares obtained in the conversion of the Note.

(2) Mr. Martyn owns his securities indirectly as sole shareholder of FTP Inc.

(3) Messrs Pisman, Roth and Greene's business address is 2 World Trade Center,
New York, New York 10048. Each of these officers has an option to acquire
300,000 shares of Common Stock at an exercise price of $1.72, which is 110%
of the average bid and asked price per share on the date of grant, which is
included in the shares for each officer and the total.

PLAN OF DISTRIBUTION

The Company will receive none of the proceeds from the sale of the Shares
and Warrants by the Selling Securityholder. Upon the conversion of the remaining
balance of the Note, in full, at an assumed price of $0.53 per share, the
Company will have benefitted from the cessation of its indebtedness represented
by the Note in the approximate amount of $500,000. This Prospectus relates to
the sale of the Shares underlying the Note as well as the Shares underlying the
Warrants any of which Shares and Warrants may be sold from time to time by the
Selling Securityholder. The Selling Securityholder may sell Shares and/or
Warrants in any of several ways, including without limitation, negotiated
transactions, block sales or individual sales. The Company does not know for
certain how the Selling Securityholder will choose to make such sales. However,
the Selling Securityholder has represented to the Company that it currently has
no plans, proposals, arrangements or understandings with any potential sales
agent

<PAGE>

<PAGE>
with respect to participating in the distribution of the Shares or Warrants. The
Selling Securityholder has further represented that no securities selected
dealer agreement or similar agreement is intended to be utilized with respect to
the offering and sale of the Shares and Warrants and that, as currently
contemplated, any sale of Shares or Warrants will take place in an ordinary
brokerage transaction, without any placement or other agent and for normal and
customary brokerage fees and/or commissions.

The Company will bear all of the expenses of registration of the Shares and
Warrants under the federal and state securities laws, including legal and filing
fees. Such expenses payable by the Company are currently estimated to be
$90,000.

SELLING SECURITYHOLDER

FTP Inc., a Bahamian corporation, is the holder of the Note which is
convertible into all of the Shares and Warrants offered hereby. FTP, Inc.
presently owns 500,637 shares of the Company's Common Stock. Assuming the
balance of the Note is converted in full at the assumed conversion price of
$0.53 per share, FTP Inc. will own 756,771 shares of Common Stock and 756,771
Common Stock Purchase Warrants. As a result, FTP Inc. will own 21.7% of the
Company's outstanding Common Stock, prior to any sales by FTP Inc. pursuant
hereto.

DESCRIPTION OF SECURITIES

The following description of the Common Stock of the Company and the
Company's Certificate of Incorporation and Bylaws is a summary and is qualified
in its entirety by the provisions of the Certificate of Incorporation and Bylaws
which are included as exhibits to the Registration Statement of which this
Prospectus is a part, and by the provisions of the Nevada Business Corporation
Act.

COMMON STOCK

The Company is authorized to issue 50,000,000 shares of common stock, $.001
par value of which 5,049,497 shares are currently issued and outstanding and an
additional 256,134 shares of which will be issued and outstanding upon
conversion of the balance remaining on the Note. The holders of shares of common
stock have one vote per share. None of the shares have preemptive or cumulative
voting rights, have any rights of redemption or are liable for assessments or
further calls. None of the shares will have any conversion rights. The holders
of common stock are entitled to dividends, when and as declared by the Board of
Directors from funds legally available therefor and upon liquidation of the
Company to share pro rata in any distribution to shareholders.

On October 18, 1996, the Company reverse split its common stock reducing
the number of shares outstanding from 17,692,899 to 353,860.

10% CONVERTIBLE NOTE

The Company has outstanding a 10% Convertible Note, the underlying
securities of which are being offered hereby. The Note is convertible at the
option of the holder thereof at any time. The number of shares of Common Stock
that shall be issuable upon conversion of the Note shall equal the amount of the
outstanding principal for which a Conversion Notice (as such term is defined in
the Note) is given, divided by the conversion price, which in turn is equal to
the lesser of (i) $2.50 per share or (ii) seventy-five percent of the average
closing bid prices of the Company's Common Stock as reported on the
Over-the-Counter Bulletin Board for the five consecutive trading days
immediately preceding the date of conversion. If an effective Registration
Statement of the underlying shares of common stock and warrants into which the
convertible note may be converted is not filed by January 2, 1998, then the
conversion price is adjusted to the lesser (i) of sixty-five (65%) of the
average closing bid prices of the Company's Common Stock as reported for the
five preceding trading days or (ii) $2.50 per share.

<PAGE>

<PAGE>
COMMON STOCK PURCHASE WARRANTS

Upon conversion of the Note, the Selling Securityholder will receive an
amount of Common Stock Purchase Warrants equal to the number of Shares received
by the Selling Securityholder pursuant to the conversion. Each Warrant is
immediately exercisable and entitles the holder thereof to purchase one share of
Common Stock at a price of $3.625 per share.

TRANSFER AGENT

Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York
is the transfer agent and registrar for the Company's common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Assuming the conversion of the remaining $130,000 balance on the Note in
full at the assumed conversion price of $0.53 per share, the Company will have
outstanding 5,305,631 shares of Common Stock, not including options to acquire
300,000 common shares issued to each of Messrs. Pisman, Greene and Roth. Of such
5,305,631 shares, 2,755,000 shares will be 'restricted securities' and in the
future, may be sold only in compliance with Rule 144 or other exemption under
the Securities Act, unless registered under the Securities Act. Under Rule 144,
a person who has owned Common Stock for at least one (1) year may, under certain
circumstances, sell within any three-month period, a number of shares of Common
Stock that does not exceed the greater of one (1%) percent of the then
outstanding shares of Common Stock or the average weekly trading volume during
the four (4) calendar weeks prior to such sale. In addition, a person who is not
deemed to have been an affiliate at any time during the three (3) months
preceding a sale and who has beneficially owned the restricted securities for
the last two (2) years, is entitled to sell all such shares without regard to
the volume limitations, current public information requirements, manner of sale
provisions and notice requirements. Messrs. Pisman, Greene and Roth own
collectively 2,449,999 restricted shares, not including options to acquire
300,000 common shares issued to each of them. All of such 2,449,999 shares are
currently eligible for resale under Rule 144. The Company cannot predict how
sales made pursuant to Rule 144 would affect the prevailing market price of the
shares of Common Stock. See 'Shares Eligible for Future Sale.'

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and
has no knowledge that any such proceedings are threatened.

<PAGE>

<PAGE>
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In September 1995, the Company's securities began trading on the
over-the-counter Bulletin Board and in the over-the-counter market 'pink
sheets'. The Company's trading symbol is 'GIRC'. At June 12, 1998, the average
per share bid and ask price and closing price of the Company's common stock was
$0.75. Over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions. The following sets forth the range of high and low bid information
for the quarterly periods indicated as reported by the National Quotation
Bureau:

<TABLE>
<CAPTION>
HIGH LOW
----- ------
<S> <C> <C> <C>
1995:
1st Quarter.................................................................... (1) (1)
2nd Quarter.................................................................... (1) (1)
3rd Quarter.................................................................... 5.125 5.125
4th Quarter.................................................................... 5.125 5.125
1996:
1st Quarter.................................................................... 5.625 4.625
2nd Quarter.................................................................... 4.625 3.75
3rd Quarter.................................................................... 3.875 .25
4th Quarter.................................................................... 1.75 .0625
1997:
1st Quarter.................................................................... 1.125 .125
2nd Quarter.................................................................... .875 .125
3rd Quarter.................................................................... 4.5 2.5
4th Quarter.................................................................... 4.5 1.5
1998
1st Quarter.................................................................... 2.00 1.00
</TABLE>

The foregoing bid information has not been adjusted for the reverse stock
split which occurred on October 18, 1996.
- ------------
(1) Bid information not available.

HOLDERS

As of June 15, 1998, the number of holders of record of shares of common
stock, excluding the number of beneficial owners whose securities are held in
street name was approximately 37.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its common
stock in the foreseeable future because it intends to retain its earnings to
finance the expansion of its business. Thereafter, declaration of dividends will
be determined by the Board of Directors in light of conditions then existing,
including without limitation the Company's financial condition, capital
requirements and business condition.

LEGAL MATTERS

The validity of the Common Stock and Warrants offered hereby will be passed
upon for the Company by Bondy & Schloss LLP, New York, New York. Gerald A.
Adler, Esq., a partner in said firm, owns either directly or indirectly an
aggregate of 107,973 shares of the Company's Common Stock.

EXPERTS

The financial statements of the Company for the years ended September 30,
1997 and 1996 have been audited by Weinick Sanders Leventhal & Co., LLP
certified public accountants, as set forth in

<PAGE>

<PAGE>
their report hereon appearing elsewhere herein, and are included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
SB-2 (together with all amendments and exhibits thereto, the 'Registration
Statement') under the Securities Act, with respect to the shares being offered
in this offering. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain items of which are omitted in
accordance with the rules and regulations of the Commission. The omitted
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Such material can also be obtained at
the Commission's Web site at http://www.sec.gov. Copies of such material can be
obtained from the public reference section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or other document field as an exhibit to the Registration Statement are
not necessarily complete and in each instance reference is made to the copy of
the document filed as an exhibit to the Registration Statement, each statement
made in this Prospectus relating to such documents being qualified in all
respect by such reference. For further information with respect to the Company
and the securities being offered hereby, reference is hereby made to such
Registration Statement, including the exhibits thereto and the financial
statements, notes, and schedules filed as a part thereof.

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
MARCH 31, 1998

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE NO.
-------------
<S> <C>
Independent Accountants' Report....................................................................... F-2

Financial Statements:
Consolidated Balance Sheets as at March 31, 1998 (Unaudited) and September 30, 1997 and 1996..... F-3
Consolidated Statements of Operations For the Six Months Ended March 31, 1998 and 1997
(Unaudited) and For the Years Ended September 30, 1997 and 1996................................. F-4
Consolidated Statements of Changes in Stockholders' Equity For the Six Months Ended March 31,
1998 (Unaudited) and For the Years Ended September 30, 1997 and 1996............................ F-5
Consolidated Statements of Cash Flows For the Six Months Ended March 31, 1998 and 1997
(Unaudited) and For the Years Ended September 30, 1997 and 1996................................. F-6

Notes to Consolidated Financial Statements............................................................ F-7 - F-21
</TABLE>

F-1

<PAGE>

<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
GLOBUS INTERNATIONAL RESOURCES CORP.

We have audited the accompanying consolidated balance sheets of Globus
International Resources Corp. (formerly Globus Food Systems International Corp.)
and its subsidiaries as at September 30, 1997 and 1996, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the years 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.

We conducted our audits in accordance with generally accepted auditing
standards. Those 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 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 Resources International Corp. and its subsidiaries as at September 30,
1997 and 1996, and the results of their operations and their cash flows for the
years ended September 30, 1997 and 1996, in conformity with generally accepted
accounting principles.

WEINICK SANDERS LEVENTHAL & CO., LLP
Certified Public Accountants

New York, N.Y.
December 2, 1997

F-2

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
----------- ------------------------
1998 1997 1996
----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS (NOTE 7)
Current assets:
Cash and cash equivalents (Note 2)................................. $ 407,408 $ 517,867 $ 339,844
Cash -- restricted (Notes 2 and 7)................................. 582,868 447,543 1,136,279
Accounts receivable (Notes 2 and 7)................................ 4,144,255 2,721,130 319,546
Inventories (Notes 2 and 10)....................................... 2,112,070 2,004,004 2,889,215
Deferred income taxes (Notes 2 and 8).............................. 34,900 52,000 35,600
Prepaid expenses................................................... 20,000 20,000 5,640
----------- ---------- ----------
Total current assets.......................................... 7,301,501 5,762,544 4,726,124
----------- ---------- ----------
Property assets -- at cost, net of accumulated depreciation (Notes 2 and
4).................................................................... 62,265 27,625 40,771
----------- ---------- ----------
Other assets:
Deferred financing costs (Notes 2 and 13).......................... 31,360 50,000 --
Deferred consulting costs (Notes 2, 10 and 12)..................... 167,500 215,625 --
Goodwill net of accumulated amortization (Note 2).................. 119,747 124,128 --
Organization costs (Note 2)........................................ 3,959 4,991 7,055
Security deposits (Note 5)......................................... 50,000 26,000 26,000
----------- ---------- ----------
372,566 420,744 33,055
----------- ---------- ----------
$ 7,736,332 $6,210,913 $4,799,950
----------- ---------- ----------
----------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable (Note 7).............................. $ 1,242,879 $ 31,342 $ --
Notes payable -- related parties (Notes 6 and 7)................... 145,000 145,000 220,439
Convertible note payable (Note 7).................................. 280,000 -- --
Current portion of long-term debt (Note 7)......................... -- 41,666 166,667
Accounts and acceptances payable (Note 7).......................... 1,180,327 1,439,619 1,168,167
Accrued expenses and other current liabilities -- related parties
(Note 6)......................................................... 144,252 111,277 79,185
Accrued expenses and other current liabilities..................... 116,777 137,228 51,439
Income taxes payable (Notes 2 and 8)............................... 158,537 142,607 14,118
----------- ---------- ----------
Total current liabilities..................................... 3,267,772 2,048,739 1,700,015
----------- ---------- ----------
Long-term obligations:
Note payable -- bank (Note 7)...................................... -- -- 41,666
Deferred rent liability (Note 9)................................... 15,000 12,921 10,176
Deferred income taxes (Notes 2 and 8).............................. 7,300 -- 2,000
Other obligations (Note 10)........................................ -- -- 127,500
----------- ---------- ----------
Total long-term obligations................................... 22,300 12,921 181,342
----------- ---------- ----------
Commitments and contingencies (Note 12)................................. -- -- --
Stockholders' equity (Notes 1, 7, 10, 12 and 13):
Preferred stock, no par value, authorized and unissued -- 100,000
shares........................................................... -- -- --
Common stock, $.001 par value Authorized -- 50,000,000 shares,
issued and outstanding -- 4,750,533, 4,548,860, and 2,603,860
shares, respectively............................................. 4,750 4,549 2,604
Additional paid-in capital......................................... 4,612,995 4,155,309 3,058,046
Deficit............................................................ (171,485) (10,605) (142,057)
----------- ---------- ----------
Total stockholders' equity.................................... 4,446,260 4,149,253 2,918,593
----------- ---------- ----------
$ 7,736,332 $6,210,913 $4,799,950
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------------- -------------------------
1998 1997 1997 1996
----------- ----------- ----------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales (Note 11).................................... $11,058,062 $ 7,083,530 $15,389,452 $9,987,751
Cost of goods sold (Note 11)........................... 10,174,397 6,490,783 14,012,761 9,392,550
----------- ----------- ----------- ----------
Gross profit........................................... 883,665 592,747 1,376,691 595,201
----------- ----------- ----------- ----------
Operating expenses:
Selling........................................... 248,668 169,327 429,220 229,534
General and administrative........................ 351,826 210,683 611,154 448,545
Depreciation and amortization..................... 92,089 38,452 109,624 14,461
Allowance for doubtful accounts................... -- -- -- 10,000
----------- ----------- ----------- ----------
Total operating expenses............................... 692,583 418,462 1,149,998 702,540
----------- ----------- ----------- ----------
Income (loss) from operations.......................... 191,082 174,285 226,693 (107,339)
----------- ----------- ----------- ----------
Other income (expenses):
Interest income................................... 24,505 21,186 44,554 44,611
Interest expense (Notes 7 and 10)................. (294,203) (16,168) (27,038) (32,244)
Other income...................................... -- -- 5,487 --
----------- ----------- ----------- ----------
Total other income (expenses).......................... (269,698) 5,018 23,003 12,367
----------- ----------- ----------- ----------
Income (loss) before income taxes and minority
interest............................................. (78,616) 179,303 249,696 (94,972)
Provision for income taxes (Notes 2 and 8)............. 82,264 85,500 118,244 6,662
----------- ----------- ----------- ----------
Income (loss) before minority interest................. (160,880) 93,803 131,452 (101,634)
Minority interest (Notes 1 and 2)...................... -- 2,812 2,812 --
----------- ----------- ----------- ----------
Net income (loss)...................................... (160,880) $ 90,991 $ 128,640 $ (101,634)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Net income (loss) per common share (Note 2)............ $(0.03) $0.03 $0.03 $(0.04)
Weighted average number of shares outstanding.......... 4,643,816 3,483,772 3,729,065 2,546,000
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996

<TABLE>
<CAPTION>
PREFERRED STOCKS COMMON STOCKS ADDITIONAL RETAINED
---------------------- ------------------- PAID-IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPTIAL (DEFICIT)
--------- --------- --------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 1, 1995 reflective
of the stock splits declared March
15, 1996 October 18, 1996........... -- $ -- 296,000 $ 296 $ 17,954 $(108,698)
Acquisition of 90% interest in Shuttle
International Ltd. on December 11,
1996................................ -- -- 2,250,000 2,250 73,750 68,275
--------- --------- --------- ------ ---------- ---------
Adjusted balance October 1, 1995...... -- -- 2,546,000 2,546 91,704 (40,423)
Issuance of common stock for cash..... -- -- 1,471 2 146,998 --
Issuance of common shares for
inventory........................... -- -- 56,389 56 2,819,344 --
Net loss for fiscal 1996.............. -- -- -- -- -- (101,634)
--------- --------- --------- ------ ---------- ---------
Balance at September 30, 1996......... -- -- 2,603,860 2,604 3,058,046 (142,057)
Proceed from sale of Shuttle's common
stock prior to merger............... -- -- -- -- 100,000 --
Acquisition of Shuttle International
Ltd.-minority interest.............. -- -- 250,000 250 131,179 2,812
Issuance of common stock for
consulting services................. -- -- 500,000 500 299,500 --
Issuance of common stock in
satisfaction of indebtedness for
services rendered................... -- -- 555,000 555 281,445 --
Cancellation of common stock
surrendered by a former
consultant.......................... -- -- (230,000) (230 ) (137,770) --
Issuance of common stock for cash, net
of offering costs................... -- -- 870,000 870 422,909 --
Net income for fiscal 1997............ -- -- -- -- -- 128,640
--------- --------- --------- ------ ---------- ---------
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.............. -- -- 201,673 201 188,455 --
Net loss for the six months ended
March 31, 1998 (Unaudited).......... -- -- -- -- -- (160,880)
--------- --------- --------- ------ ---------- ---------
Balance at March 31, 1998
(Unaudited)......................... -- $ -- 4,750,533 $4,750 $4,612,995 $(171,485)
--------- --------- --------- ------ ---------- ---------
--------- --------- --------- ------ ---------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX FOR THE
MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1997 1996
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................ $ (160,880) $ 90,991 $ 128,640 $ (101,634)
----------- ----------- ----------- -----------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization............................ 92,089 38,452 109,624 14,461
Deferred income taxes.................................... 24,400 13,300 (18,400) 17,400
Deferred rent............................................ 2,079 4,076 2,745 10,176
Provision for doubtful accounts.......................... -- -- -- 10,000
Common stock issued for services rendered................ -- 16,500 16,500 127,500
Interest charge on debt discount......................... 269,231 -- -- --
Minority interest........................................ -- 2,812 2,812 --
Increase (decrease) in cash flows as a result of changes
in asset and liability account balances:.............
Accounts receivable.................................. (1,423,125) (876,424) (2,401,584) 151,913
Inventories.......................................... (108,066) 240,441 885,211 (50,315)
Prepaid expenses..................................... -- 5,640 (14,360) 22,340
Accounts and acceptances payable..................... (259,292) (212,611) 271,452 (16,342)
Accrued expenses and other current liabilities:......
Related parties.................................. 32,975 (35,012) 32,092 (36,999)
Other............................................ (16,593) (5,737) 85,789 (3,967)
Income taxes payable................................. 15,930 67,600 128,489 1,818
----------- ----------- ----------- -----------
Total adjustments............................................ (1,370,372) (740,963) (899,630) 247,985
----------- ----------- ----------- -----------
Net cash provided by (used in) operating activities............ (1,531,252) (649,972) (770,990) 146,351
----------- ----------- ----------- -----------
Cash flows from investing activities:
Acquisition of property assets............................... (44,751) -- (2,738) (31,446)
Security deposits............................................ (24,000) -- -- (21,000)
----------- ----------- ----------- -----------
Net cash used in investing activities.......................... (68,751) -- (2,738) (52,446)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from line of credit................................. 1,211,535 12,058 31,342 --
Proceeds from convertible note payable....................... 500,000 -- -- --
Repayments of long-term note payable......................... (41,666) (83,334) (166,667) (166,667)
Proceeds from and repayments of related party indebtedness... -- (75,000) (75,439) 209,819
Proceeds from issuance of common stock....................... -- 469,779 523,779 147,000
Deferred financing cost...................................... (45,000) -- (50,000) --
----------- ----------- ----------- -----------
Net cash provided by financing activities...................... 1,624,869 323,503 263,015 190,152
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents........... 24,866 (326,469) (510,713) 284,057
Cash and cash equivalents at beginning of year................. 965,410 1,476,123 1,476,123 1,192,066
----------- ----------- ----------- -----------
Cash and cash equivalents at end of year....................... $ 990,276 $ 1,149,654 $ 965,410 $ 1,476,123
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental Schedules of Non-Cash Operating and Financing
Activities:
Common stock issued for acquisition of inventory, services
rendered and payment of liability for services previously
rendered................................................... $ -- $ 467,000 $ 572,000 $ 2,819,400
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Common stock issued for acquisition of minority interest..... $ -- $ 150,000 $ 150,000 $ --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Common stock issued in conversion of debt.................... $ 223,856 $ -- $ -- $ --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental Disclosures of Cash Flow Information:
Interest paid................................................ $ -- $ -- $ 12,411 $ 23,918
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Taxes paid................................................... $ 42,370 $ 2,300 $ 4,744 $ 1,894
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(INFORMATION RELATING TO THE SIX MONTHS ENDED
MARCH 31, 1998 AND 1997 IS UNAUDITED) AND
AS AT AND FOR THE YEARS SEPTEMBER 30, 1997 AND 1996

NOTE 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 8, 1996, the Board of Directors approved the
change of the Company's name to Globus International Resources Corp. and
declared a reverse stock split of 1 share for each 50 shares issued and
outstanding.

Prior to the Merger, the Company on March 15, 1995 amended its article of
incorporation to change its authorized common shares from 200,000 (4,000 shares
after retroactively reflecting the October 18, 1996 reverse split) $1.00 par
value shares to 50,000,000 authorized shares with a par value of $.001. Then the
Board of Directors immediately declared a forward stock split of 10:1 thereby
increasing the issued and outstanding shares from 200,000 to 2,000,000 (4,000 to
40,000 shares after retroactively reflecting the October 18, 1996 reverse
split). Under the terms of the Merger the Company exchanged 5,000,000 (100,000
shares after retroactively reflecting the October 18, 1996 reverse split) shares
of its common stock for a like number of the Globus common shares. The value of
the shares issued in the Merger exchange was $5,000. The Company also issued
700,000 (14,000 shares after retroactively reflecting the October 18, 1996
reverse split) shares of its common stock to a consultant of Globus for services
rendered in the Merger. The merger transaction is being accounted for as a
reverse acquisition in a manner similar to a pooling of interests.

On December 11, 1996, the Company acquired all of the issued and
outstanding capital stock of Shuttle International, Ltd. (Shuttle) in exchange
for 2,500,000 shares of the Company's common stock. The Company's three
officer/directors owned 90% of the Shuttle prior to the acquisition by the
Company. Both Globus and Shuttle were under the common control of these three
officers since March 15, 1995. After the acquisition these three
officer/directors owned 2,449,999 (55.6%) shares of the Company's issued and
outstanding common stock whereas prior to the acquisition, they owned 200,000
shares of (56.5%) of the Company's then issued and outstanding common shares.
The acquisition of Shuttle was accounted for (i) at historical cost in a manner
similar to a pooling of interest for the acquired stock of the Company's three
officer/directors and (ii) as a purchase recorded at market value for the
acquired stock of the minority interest and the resulting goodwill for the
difference between the market value of the minority interest and its equity on
the date acquired.

The accompanying financial statements reflect the Merger, the March 15,
1995 and September 12, 1995 stock splits, the issuance of the common shares to
the consultant, the October 18, 1996 reverse stock split, and the December 11,
1996 acquisition of 90% of Shuttle as if they had occurred at the beginning of
the periods presented.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) 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 Russia 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

F-7

<PAGE>

<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(INFORMATION RELATING TO THE SIX MONTHS ENDED
MARCH 31, 1998 AND 1997 IS UNAUDITED) AND
AS AT AND FOR THE YEARS SEPTEMBER 30, 1997 AND 1996

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.

Previously Shuttle, in cooperation with a Canadian modular housing
manufacturer, had built modern cottages in an exclusive Moscow suburb. All
houses were pre-built in Canada and shipped in sea containers.

Both Globus' and Shuttle's business rely upon their established trade
relationships in Russia and the CIS states.

(B) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements as at September 30, 1997
and March 31, 1998, for the year ended September 30, 1997, and for the six
months ended March 31, 1998 and 1997 include the accounts of Globus
International Resources Corp. and its subsidiaries, Shuttle International, Ltd.
and Globus Foods International, Inc. The consolidated financial statements as at
September 30, 1996 includes the accounts of Globus International Resources Corp.
and its subsidiaries, Shuttle International, Ltd. for the year ended September
30, 1996 and Globus Foods International, Inc. as at September 30, 1996 and from
its inception on September 18, 1996 to September 30, 1996. All material
intercompany transactions and balances have been eliminated in consolidation.

The financial statements as at March 31, 1998 and for the six months ended
March 31, 1998 and 1997 have not been audited. In the opinion of management, the
unaudited interim consolidated financial statements reflect all adjustments and
accruals, consisting only of normal recurring adjustments and accruals,
necessary to present fairly the financial position of the Company as at March
31, 1998 and the results of its operations, changes in stockholders' equity and
cash flows for the six months ended March 31, 1998 and 1997. The results for the
six months ended March 31, 1998 and 1997 are not necessarily indicative of the
results to be expected for the full year.

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

F-8

<PAGE>

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 accompanying financial statements reflect
an allowance for doubtful accounts of $10,000 at March 31, 1998, September 30,
1997 and 1996.

(G) INVENTORIES

Inventories, consisting principally of finished goods, are valued at the
lower of cost (first-in, first-out method) or market.

(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.

(I) GOODWILL

In December 1996, the Company acquired all of the outstanding capital stock
of Shuttle which was owned 90% by officer/directors of the Company. The
remaining 10% was owned by an unaffiliated individual who received 250,000
shares of the Company's common stock for his minority interest which aggregated
$18,571. The Company's common stock had a fair value of $0.60 per share at the
time of acquisition for a aggregate value of $150,000. The difference between
the fair value of the Company's common stock and the minority interest at the
date of acquisition aggregating $131,429 has been attributed to goodwill and is
being amortized over fifteen (15) years. Amortization charged to operations was
$7,301, $4,381 and $2,921 for the year ended September 30, 1997, and for the six
months ended March 31, 1998 and 1997, respectively.

(J) 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.

(K) INTANGIBLES

Organization costs are being amortized over a sixty month period.
Amortization charged to operations was $2,064 and $2,215 in the years ended
September 30, 1997 and 1996, respectively and $1,032 for the six months ended
March 31, 1998 and 1997.

Deferred consulting costs are being amortized over the life of the
consulting agreements. Amortization charged to operations in fiscal 1997 was
$84,375 and for the six months ended March 31, 1998 and 1997 was $48,125 and
$26,667.

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 the six months ended March 31, 1998 was $28,440. In
January 1998, deferred financing costs of $35,200 were charged to

F-9

<PAGE>

additional paid-in capital upon the conversion of $220,000 of the convertible
note into 201,673 shares of the Company's common stock.

(L) PER SHARE DATA

Net income (loss) per share was computed by the weighted average number of
shares outstanding during each period. The issuance of all common shares in
connection with the stock splits, the Merger (consummated on March 15, 1995),
the October 18, 1996 reverse stock split and the acquisition of Shuttle have
been retroactively reflected in the computation as if they had occurred as at
October 1, 1994.

NOTE 3 -- ACQUISITION OF SHUTTLE INTERNATIONAL, LTD.

On December 11, 1996, the Company acquired all of the capital stock of
Shuttle International, Ltd. ('Shuttle') in exchange for 2,500,000 shares of the
Company's common stock. This transaction has been accounted for as a pooling of
interests and, accordingly, the consolidated financial statements for the period
presented have been restated to reflect the accounts of the Company and Shuttle.

Unaudited net sales and net income (loss) of the separate companies for the
periods preceding the acquisition were as follows:

<TABLE>
<CAPTION>
GLOBUS SHUTTLE
------------------------ -----------------------
NET INCOME NET INCOME
NET SALES (LOSS) NET SALES (LOSS)
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
For the three months ended December 31, 1996....... $3,616,581 $ 74,511 $ 323,219 $ 28,124
---------- ---------- --------- ----------
---------- ---------- --------- ----------
For the year ended September 30, 1996.............. $9,708,457 $(196,241 ) $ 279,294 $(59,893)
---------- ---------- --------- ----------
---------- ---------- --------- ----------
</TABLE>

NOTE 4 -- PROPERTY ASSETS

Property assets consist of:

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, -------------------
1998 1997 1996
----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
Data processing and office equipment.............................. $72,629 $55,930 $52,792
Furniture and fixtures............................................ 21,283 21,283 21,683
Automobiles and trucks............................................ 28,052 -- --
----------- ------- -------
121,964 77,213 74,475
Less: Accumulated depreciation.................................... 59,699 49,588 33,704
----------- ------- -------
$62,265 $27,625 $40,771
----------- ------- -------
----------- ------- -------
</TABLE>

Depreciation expense charged to operations for the years ended September
30, 1997 and 1996 amounted to $15,884 and $12,347, respectively and for the six
months ended March 31, 1998 and 1997 was $10,111 and $7,832, respectively.

F-10

<PAGE>

NOTE 5 -- 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 for a related party (See Note 6).

NOTE 6 -- RELATED PARTY TRANSACTIONS

(A) NOTES PAYABLE

A stockholder and the Company entered into a loan agreement on 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. As a condition of the extension of the above note, the
Company's 7% interest bearing note payable (which was originally payable in full
plus accrued interest on July 16, 1997) to a professional corporation owned by
this stockholder's spouse in the amount of $75,000 was prepaid in March 1997.
Interest charged to operations for the years ended September 30, 1997 and 1996
was $11,337 and $4,375, and for the six months ended March 31, 1998 and 1997 was
$5,376 and $5,669, respectively. Accrued interest payable on these loans
aggregated $21,128, $15,752 and $4,376 at March 31, 1998, September 30, 1997 and
1996, respectively, and is included in accrued expenses. 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.

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 on August 25, 1998 with accrued interest. Interest charged to
operations was $2,925 and $325 for the years ended September 30, 1997 and 1996,
and was $1,500 for the six months ended March 31, 1998 and 1997, respectively.
Accrued interest payable to these individuals is $4,750 which is included in
accrued expenses at March 31, 1998, $3,250 at September 30, 1997 and $325 at
September 30, 1996. 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.

(B) LOAN PAYABLE

Included in accrued expenses -- related parties at September 30, 1996 is a
non-interest bearing $10,000 demand loan payable to a corporation which is
controlled by Company's three executive officer/directors. This loan was repaid
in 1997.

Globus and Shuttle lease warehouse space from an entity controlled by three
of the Company's officer/directors. Rent charged to operations in the years
ended September 30, 1997 and 1996 was $30,000 and $27,000, respectively, and for
the six months ended March 31, 1998 and 1997 was $15,000 of which $34,875,
$27,375 and $20,000 was unpaid and included in accrued expenses -- related
parties at March 31, 1998, September 30, 1997 and 1996, respectively. The leases
which expire in 1999 require aggregate monthly rentals of $2,500. Each lease has
option for renewal of five years at aggregate monthly rentals of $3,000.

(D) OFFICERS' COMPENSATION

On May 1, 1995, the Company's President, CFO and Vice President of sales
were authorized compensation in the aggregate of $127,000 per year. Although the
Board of Directors' resolution was

F-11

<PAGE>

for one year, these officers, who also comprise the entire Board of Directors
have verbally agreed to continue to be employed at the same annual amounts
through September 30, 1996. The officers have also agreed to defer payment of
their compensation until the Company's cash flow permits. Compensation charged
to operations for these officer/directors was $133,000, $270,000, and $195,000
during fiscal 1996, fiscal 1997 and the six months ended March 31, 1998,
respectively. At March 31, 1998, September 30, 1997 and 1996 these officers were
owed $86,000, $65,000 and $39,000, respectively, in unpaid wages. In August
1997, the Board authorized each of these officers' compensation at $90,000 for
fiscal 1997 and in November 1997 each of these officers compensation was
increased to $150,000 for calendar 1998.

NOTE 7 -- FINANCING ARRANGEMENTS

(A) LONG-TERM DEBT

The Company entered into an unsecured $500,000 working capital term loan
agreement on April 2, 1995 with a foreign bank. The loan is to be repaid in
twelve (12) equal quarterly principal installments of $41,667 plus interest at
1.75% (7.53% at September 30, 1997 and 7.23% at September 30, 1996) over the
LIBOR rate with the final installment paid in January 1998. Current maturities
of this indebtedness are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, ----------------------
1998 1997 1996
----------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C>
1997........................................................... $ -- $ -- $ 166,667
1998........................................................... -- 41,666 41,666
----------- -------- ---------
-- 41,666 208,333
Less: Portion payable in one year.............................. -- (41,666) (166,667)
----------- -------- ---------
$ -- $ -- $ 41,666
----------- -------- ---------
----------- -------- ---------
</TABLE>

(B) SHORT-TERM DEBT

(i) Banks

The Company has five credit facilities at March 31, 1998 with four domestic
banks. Two unsecured lines of credit arrangements with two banks aggregating
$100,000 were entered into in 1996. One line, which is guaranteed by an officer
of the Company, for a maximum borrowing of $75,000 had $19,444 and $57,616
outstanding at September 30, 1997 and March 31, 1998, respectively. Another line
of $25,000 had $11,898 outstanding at March 31, 1998 and September 30, 1997.
Interest on the lines which averaged 10.5% in 1997 is 2% over prime (10.5% at
March 31, 1998 and September 30, 1997). During fiscal 1997, the average
month-end balance outstanding under these two lines was $13,652 and the highest
month-end balance was $31,898. The Company in December 31, 1997 obtained an
unsecured $25,000 line of credit of which $25,000 was outstanding at March 31,
1998. The line bears interest at 15% and is guaranteed by an officer of the
Company. The Company's fourth credit facility allows the Company to obtain
letters of credit and acceptances payable for acquiring its finished goods up to
an aggregate of $1,500,000 of which no portion was outstanding at March 31, 1998
and $35,000 was outstanding at September 30, 1997. The facility does not permit
borrowing by the Company. The Company has pledged its accounts receivable and
certain cash accounts held by the bank as collateral for any obligation under
this credit facility. At March 31, 1998, September 30, 1997 and 1996, the cash

F-12

<PAGE>

pledged as collateral was $0, $35,000 and $1,136,279, respectively. In May 1997,
the Company obtained a fifth line of credit from a bank for letters of credit,
direct borrowings and acceptances payable aggregating $2,000,000 of which a
maximum of $1,500,000 can be used for direct debt and acceptances payable. There
were no direct or acceptance borrowings under this line from inception to
September 30, 1997. The Company at September 30, 1997 utilized $865,811 of this
line in letters of credit. At March 31, 1998, the Company had outstanding direct
debt of $454,000, acceptances payable of $714,305 and letters of credit of
$582,206. At March 31, 1998 the bank temporarily increased the line to
$1,760,511, of which up to $1,600,000 can be direct borrowings. Outstanding debt
borrowings under this line of credit bear interest at 1 3/4% over prime (10.25%
at March 31, 1998 and September 30, 1997). This line is collateralized by the
guarantees of three of the Company's officer/directors and a first lien on all
corporate assets not previously pledged or collateralized. One of these
stockholders and the parent of another have subordinated notes payable by the
Company to them aggregating $145,000 to this bank. Additionally, the Company
must maintain certificates of deposit with this bank equal to 50% of the amount
of any outstanding letters of credit and/or bank borrowings under the line. The
cash pledged as collateral under this was $582,868 at March 31, 1998 and
$447,543 at September 30, 1997.

(ii) Related Parties

On April 7, 1996, the Company borrowed $125,000 from an officer/stockholder
which is to be repaid, as extended, with interest at 7% on April 30, 1998: on
July 16, 1996 the Company borrowed $75,000 from a professional corporation,
controlled by this stockholder's spouse, which was repaid in March 1997: and on
August 26, 1996 the Company borrowed $20,000 from a parent of its President as
evidenced by a 15% note which is repayable in full, as extended, on August 25,
1998 with accrued interest. Both of these notes are subordinated to a bank (see
above).

(iii) Convertible Note

On November 2, 1997, the Company sold at par its 10% interest bearing
convertible 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 are being amortized over
the life of the note. The note principal and incurred interest, at the holder's
option is 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
noteholder'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 is 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 preceding
trading days. As required by generally accepted accounting principles a
financing expense of $224,103 was charged to operations for the discount 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.
On January 5, 1998, $223,857 of principal and interest was converted into
201,673 shares of common stock and warrants to acquire 201,673 shares of common
stock at $3.625 per share. On May 14, 1998, an additional $150,000 in the note's
principal plus $7,890 in interest was converted into 298,964 shares of the
Company's common stock.

F-13

<PAGE>

NOTE 8 -- INCOME TAXES

The components of the provision (credit) for income taxes are:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS
ENDED ENDED
MARCH 31, SEPTEMBER 30,
------------------- --------------------
1998 1997 1997 1996
------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Currently payable:
Federal.................................................. $49,500 $ 76,500 $ 99,244 $(15,800)
State and local.......................................... 15,064 22,300 37,400 4,762
------- -------- -------- --------
64,564 98,800 136,644 (11,038)
------- -------- -------- --------
Deferred:
Federal.................................................. 13,400 (11,000) (13,400) 17,300
State and local.......................................... 4,300 (2,300) (5,000) 400
------- -------- -------- --------
17,700 (13,300) (18,400) 17,700
------- -------- -------- --------
$82,264 $ 85,500 $118,244 $ 6,662
------- -------- -------- --------
------- -------- -------- --------
</TABLE>

Deferred tax provision (benefit) results from differences in the
recognition of expense for tax and financial statement purposes. The sources of
these differences and the federal tax effect of each are as follows:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS
ENDED ENDED
MARCH 31, SEPTEMBER 30,
------------------- -------------------
1998 1997 1997 1996
------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Related party interest and rent expense................... $ 700 $ (6,000) $ (6,400) $(4,300)
Allowance for doubtful accounts........................... -- -- (900) (3,400)
Depreciation of property assets........................... 5,600 -- -- 4,400
Executive compensation.................................... 7,100 (5,000) (6,100) 20,600
------- -------- -------- -------
$13,400 $(11,000) $(13,400) $17,300
------- -------- -------- -------
------- -------- -------- -------
</TABLE>

The difference between income taxes computed using the statutory federal
income tax rate and that shown in the financial statements are summarized as
follows:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
MARCH 31,
---------------------------------------
1998 1997
----------------- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income (loss) before income taxes............................ $(78,616) $179,303
-------- --------
-------- --------
Computed tax -- benefit at statutory rate.................... $(26,700) (34.0)% $ 61,000 34.0%
State tax net of federal tax benefit......................... 12,564 16.0 13,200 7.4
Non-deductible portion of interest and compensatory element
of debt and common stock issuances......................... 76,300 116.5 5,600 3.1
Amortization of goodwill..................................... 1,500 1.9 1,000 0.5
Other -- net................................................. 3,300 4.7 4,700 2.6
-------- ----- -------- ----
Total tax provision..................................... $ 82,264 104.6% $ 85,500 47.6%
-------- ----- -------- ----
-------- ----- -------- ----
</TABLE>

F-14

<PAGE>

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
---------------------------------------
1997 1996
---------------- -----------------
<S> <C> <C> <C> <C>
Income (loss) before income taxes............................ $249,696 $(94,972)
-------- --------
-------- --------
Computed tax -- benefit at statutory rate.................... $ 84,900 34.0% $(32,300) (34.0)%
State tax net of federal tax benefit......................... 16,944 6.8 3,462 3.6
Non-deductible portion of interest and compensatory element
of debt and common stock issuances......................... 5,600 2.2 28,400 29.9
Amortization of goodwill..................................... 2,500 1.0 -- --
Other -- net................................................. 8,300 3.4 7,100 7.5
-------- ---- -------- -----
Total tax provision..................................... $118,244 47.4% $ 6,662 7.0%
-------- ---- -------- -----
-------- ---- -------- -----
</TABLE>

NOTE 9 -- 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.

NOTE 10 -- COMMON STOCK

(A) SALE OF SECURITIES

(i) The Company during 1997 in a best efforts private placement
memorandum sold to qualified investors 87 units of its securities for cash
of $423,779 (net of costs associated with the offering of $98,221) pursuant
to Rule 504 of Regulation D of the Securities Act of 1933, as amended. Each
unit is comprised of 10,000 shares of the Company's $.001 par value common
stock. The offering memorandum which was originally for 70 units and
scheduled to expire on March 30, 1997 was extended and the number units to
be sold was increased.

(ii) The Company sold 971 shares and 500 shares of its common shares
(as adjusted for all stock splits) in January, 1996 and March, 1996,
respectively, for an aggregate of $147,000.

(iii) The Company in May 1996, exchanged 56,389 of its common shares
(as adjusted for all stock splits) for inventory of automotive paint whose
fair market value was $2,819,400. The Company, at its option, through
April, 1999 may repurchase all or a portion of the shares for $75 per
share.

(B) COMMON STOCK ISSUED FOR SERVICES RENDERED

During 1997, the Company satisfied liabilities for services rendered during
the year ended September 30, 1996 by employees, counsel and a consultant by the
issuance of shares of its common stock. The fair value of the shares issued on
the dates of each issuance, as determined by the Board of Directors, was charged
to operations in fiscal 1996. The obligations so satisfied are as follows:

(i) The Board of Directors on October 26, 1996 entered into employment
agreement with two employees for 3 years, as amended, at annual aggregate
salaries of approximately $120,000. Each

F-15

<PAGE>

contract stipulated that each employee was to receive shares of the
Company's common stock as payment for services previously rendered
aggregating $3,465. The fair value of the 55,000 shares issued to the
employees, as determined by the Board of Directors on October 26, 1996, of
$22,000 was charged to operations in fiscal 1996 and included in other
obligations payable at September 30, 1996. The $18,535 variance in
valuations arises from the employees' belief that if they were to sell
unregisterd securities of the Company to realize their past compensation in
cash the market value of the Company's securities would be so severely
adversely impacted that approximately 55,000 of the Company's unregistered
common shares would be required to be sold to realize the unpaid
compensation.

(ii) The Board of Directors on November 1, 1996 entered into an
agreement with its counsel under which the Company issued 200,000 shares of
its common stock as full payment of legal expenses incurred prior to
September 30, 1996. Although, the agreement stipulates that the law firm
valued the services when rendered at $15,000, the Board of Directors
determined that the fair value of the shares (based on the shares average
bid and ask market price quotations on that day) issued on the date of
issuance was $80,000 which was charged to operations in fiscal 1996 and
included in other obligations payable at September 30, 1996. The variance
in the valuations results from the law firm's requiring sufficient
securities to compensate its not having received cash for its services.
Counsel believed that if it were to try to realize their fees from the sale
of the Company's securities on that date in one transaction (or in a series
of transactions within a brief timeframe) the per share market price would
be so negatively affected that, in counsel's estimation, approximately
200,000 shares would be required to be sold.

(iii) The Board of Directors on December 1, 1996 entered into an
agreement with a financial consultant for 3 years, as amended. The
consultant is to receive $2,500 per month for his consulting services. The
agreement also required the Company to issue 300,000 share of its common
stock as full payment of $25,500 for services rendered by the consultant
prior to September 30, 1996. The fair value of the common shares issued, as
determined by the Board of Directors on December 1, 1996, was $180,000
($0.60 per share) of which $25,500 was charged to operations in 1996 and is
included in other obligations payable at September 30, 1996. On May 22,
1997, the Company and this consultant terminated the agreement. As part of
the termination, the consultant surrendered to the Company 230,000 shares
of the Company's common stock which was issued to him for no consideration.
The Company canceled and returned to authorized and unissued these
surrendered shares and is reflected in the financial statements as a
reduction of common stock and additional paid-in capital of $138,000. The
Company charged to operations $16,500 in both the six months ended March
31, 1997 and fiscal 1997 for the excess of the fair value of the 70,000
shares of common stock not surrendered of $42,000 ($0.60 per share) and the
value the consultant attributed to his services.

(iv) 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 1933, as amended.

F-16

<PAGE>

(v) The fair value of the 325,000 shares of common stock issued of
$195,000 as determined by the Board of Directors will be amortized and
charged to operations over the life of the consulting agreement.

(vi) In December 1996, the Company entered into a one year consulting
services agreement (the 'Agreement') with Comstat, Inc. under the terms of
which, the consultant shall advise and assist the Company in identifying,
studying, and evaluating mergers, acquisitions, joint ventures, and
strategic alliances, strategic corporate planning and long-term business
policies. Additionally, the consultant shall assist the Company in
acquiring additional products to increase its product line through its
network of import/export associates. As compensation for entering into the
agreement, the Company issued 50,000 shares of its common stock issues,
pursuant to Rule 504 of Regulation D of the Securities Act of 1993, as
amended. The fair value of the 50,000 shares of $30,000 as determined by
the Board of Directors will be amortized and charged to operations over the
life of the agreement.

(vii) 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 will be amortized over the
two year life of the agreement.

(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
equalled 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 per share) is
being amortized to expense over the option period in determining their pro forma
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 six months
March 31, 1998 would have been impacted by a charge for compensation of $21,100
(net of an income tax effect of $14,000) resulted in an adjusted net loss of
$136,952 or ($0.03) per share.

The fair value of the options granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:

<TABLE>
<S> <C>
Expected life of option....................................... 10 years
Risk-free interest rate....................................... 10.0%
Expected volatility........................................... 175.0%
Expected dividend yield....................................... NONE
</TABLE>

(ii) The Globus International Resources Corp. 1998 Associate Stock Option
Plan (the 'Option Plan') was adopted by the Board of 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 422 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 Option 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

F-17

<PAGE>

market value of the Company's Common Stock on the date of 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.

NOTE 11 -- 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%, 0.5%, 4.5% and 3.2% for fiscal
1997, fiscal 1996 and for the six months ended March 31, 1998 and 1997,
respectively. Set forth below are sales, operating income, capital expenditures,
depreciation and identifiable assets of the segments. Operating income is
reflective of a $72,000 charge in the six months ended March 31, 1998 of $57,500
for the six months ended March 31, 1997, and $115,000 for fiscal 1997 allocated
from the food distribution segment to the auto and clothing segments.

<TABLE>
<CAPTION>
FOR THE SIX FOR THE
MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------- ---------------------
1998 1997 1997 1996
------- ------ ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net sales (000's):
Food products.............................. $10,212 $6,592 $13,077 $ 9,709
Other...................................... 846 492 2,313 297
------- ------ ------- -------
$11,058 $7,084 $15,390 $10,006
------- ------ ------- -------
------- ------ ------- -------
Operating income (loss) (000's):
Food products.............................. $ 15 $ 176 $ 229 ($ 30)
Other...................................... 9 15 (2) (77)
------- ------ ------- -------
$ 24 $ 191 $ 227 ($ 107)
------- ------ ------- -------
------- ------ ------- -------
Depreciation (000's):
Food products.............................. $ 87 $ 35 $ 95 $ 8
Other...................................... 5 3 15 7
------- ------ ------- -------
$ 92 $ 38 $ 110 $ 15
------- ------ ------- -------
------- ------ ------- -------
Capital additions (000's):
Food products.............................. $ 17 $ -- $ 3 $ 31
Other...................................... 28 -- -- --
------- ------ ------- -------
$ 45 $ -- $ 3 $ 31
------- ------ ------- -------
------- ------ ------- -------
Identifiable assets (000's):
Food products.............................. $ 5,079 $2,460 $ 2,788 $ 2,852
Other...................................... 2,657 2,902 3,423 1,948
------- ------ ------- -------
$ 7,736 $5,362 $ 6,211 $ 4,800
------- ------ ------- -------
------- ------ ------- -------
</TABLE>

The food products segment has had only nine (9) customers since it started
shipments in August 1995. One customer accounted for 24.8%, 50.9%, 46.6%, and
47.8% of the food products segment's sales for the six months ended March 31,
1998 and 1997 and the years ended September 30, 1997 and 1996, respectively.
Sales of this segment's products for another customer were 28.4%, 38.3%, 45.7%
and

F-18

<PAGE>

47.8% for the same periods. During the six months ended March 31, 1997 this
segment commenced shipping to a new customer which represented 34.1% of sales.

The other segments' sales were to eight (8) customers of which one customer
accounted for 17.4%, 46.7%, 15.5%, and 100.0% of sales for the six months ended
March 31, 1998 and 1997 and for the years ended September 30, 1997 and 1996,
respectively. Another customer accounted for 22.2%, 7.4%, 21.3% and 0.0% of
sales for the same periods. A third customer received 39.0% sales for fiscal
1997 and 42.3% of sales for the six months ended March 31, 1998.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

(A) LEASES

The Company is a lessee under three operating real property leases for
office and warehouse space. Rent expense charged to operations for the six
months ended March 31, 1998 and 1997 was $76,796 and $49,254, respectively, and
for the years ended September 30, 1997 and 1996 was $101,337 and $48,223,
respectively. Future minimum annual rent commitments as of the Company's fiscal
year-end are as follows:

<TABLE>
<CAPTION>
YEARS ENDED
SEPTEMBER 30,
- -----------------------------------------------------
<S> <C>
1998.............................................. $96,000
1999.............................................. 94,000
2000.............................................. 80,000
2001.............................................. 34,000
</TABLE>

(B) LETTERS OF CREDIT

The Company is contingently liable for approximately $582,000 and $900,000,
in letters of credit outstanding at March 31, 1998 and September 30, 1997,
respectively.

(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) 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 1997
was $40,625, and $12,188 and $9,417 in the six months ended March 31, 1998
and 1997, respectively.

F-19

<PAGE>

(iii) The Company entered into a one year consulting services
agreement with a consultant to (i) advise and assist the Company in
identifying, studying, and evaluating mergers, acquisitions, joint
ventures, and strategic alliances, (ii) consult with the Company concerning
on-going strategic corporate planning and long-term business policies, and
assist the Company in acquiring additional products to increase its product
line and in obtaining and expanding corporate purchases of its product
through a network of import/export associates. As compensation for entering
into the agreement, the Company issued 50,000 shares of its common stock
whose fair value of $30,000 is being amortized and charged to operations
over the life of the consulting agreement. Amortization charged to
operations in fiscal 1997 was $25,000, and $5,000 and $10,000 in the six
months ended March 31, 1998 and 1997, respectively.

(iv) The Company has another financial consulting agreement under
which the consultant for two years 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 in 1997 was
$18,750, and $9,375 and $7,250 in the six months ended March 31, 1998 and
1997, respectively.

(D) EMPLOYMENT CONTRACT

The Company's President, CFO and Vice President of sales were verbally
authorized compensation in aggregate of $127,000 per year through September 30,
1996. The Board of Directors' authorized an annual salary of $90,000 for each of
these officers, who also are members of the Board of Directors for fiscal 1997
and $150,000 for calendar 1998. The officers have agreed to defer payment of
their compensation until the Company's cash flow permits. At March 31, 1998,
September 30, 1997 and 1996 these officers were owed $86,000, $65,000 and
$39,000, respectively. Such liabilities are included in accrued expenses and
other current liabilities-related parties.

Additionally in October 1995, the Company entered into three year
employments contracts with two employees the aggregate annual compensation under
these contracts is approximately $120,000.

(E) CONVERTIBLE DEBT

In November 1997, the Company issued, at par, its 10% interest bearing
$500,000 convertible debt security to a foreign corporation. The amount of the
note's principal and/or unpaid interest at 10% can be converted into the
Company's common shares at the noteholder's option throughout the term of the
note. The note is convertible into common shares 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 noteholder's exercise of the
conversion option and into an equal number of warrants to acquire the same
number of shares at $3.625 per share. As required by generally accepted
accounting principles, a financing charge of $166,667 was charged to operations
in November 1997 for the discount between the amount paid for the note and the
fair value of common shares into which it can be converted.

On January 5, 1998, the noteholder converted $220,000 of debt and $3,857 of
accrued interest into 201,693 shares of the Company's common stock and warrants
to acquire another 201,673 common shares at $3.625 per share. The note agreement
requires the Company to register the common shares which are issued under any
conversion of the debt to common stock by the noteholder. On May 14,

F-20

<PAGE>

1998, the noteholder converted an additional $157,890 in principal and interest
into 298,964 shares of common stock and warrants to acquire 298,964 common
shares at $3.625 per share.

(F) YEAR 2000

The Company recognizes the need to ensure its operations will not be
adversely affected by year 2000 software failures. The Company is communicating
with suppliers, customers and others with which it does business to coordinate
year 2000 conversion. The cost of achieving compliance is estimated to be a
minor increase over the cost of normal software upgrades and replacements.

F-21

<PAGE>

<PAGE>
_____________________________ _____________________________

NO UNDERWRITER, DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................................................... 3
Summary Historical Consolidated Financial Information...................................................... 5
Risk Factors............................................................................................... 6
Use of Proceeds............................................................................................ 10
Capitalization............................................................................................. 11
Dividend Policy............................................................................................ 11
Summary Historical Consolidated Financial Information...................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 13
Business................................................................................................... 19
Management................................................................................................. 25
Certain Transactions....................................................................................... 26
Security Ownership of Certain Beneficial Owners and Management............................................. 27
Plan of Distribution....................................................................................... 27
Description of Securities.................................................................................. 28
Legal Proceedings.......................................................................................... 29
Market for Common Equity and Related Stockholder Matters................................................... 30
Legal Matters.............................................................................................. 30
Experts.................................................................................................... 30
Additional Information..................................................................................... 31
Index to Financial Statements.............................................................................. F-1
</TABLE>

------------------------
UNTIL AUGUST 28, 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE
OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

GLOBUS
INTERNATIONAL
RESOURCES CORP.

800,000 SHARES OF COMMON STOCK
$.001 PAR VALUE AND
800,000 COMMON STOCK PURCHASE
WARRANTS, EACH UNDERLYING A
10% CONVERTIBLE NOTE;
800,000 SHARES OF COMMON STOCK,
$.001 PAR VALUE, UNDERLYING
COMMON STOCK PURCHASE WARRANTS

----------------------
PROSPECTUS
----------------------

AUGUST 3, 1998

_____________________________ _____________________________

STATEMENT OF DIFFERENCES
------------------------

The trademark symbol shall be expressed as............................. 'TM'