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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBUS INTERNATIONAL RESOURCES CORP.
(Exact name of small business issuer as specified in its charter)
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NEVADA 5141 88-0203697
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
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Two World Trade Center, Suite 2400
New York, New York 10048
(212)839-8000
(Address and telephone number of principal executive offices)
--------------------
Serge Pisman, President
Two World Trade Center, Suite 2400
New York, NY 10048
(212) 839-8000
(Name, address and telephone number of agent for service)
--------------------
Copy of all communications to:
Gerald A. Adler, Esq.
Mary P. O'Hara, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
(212) 661-3535
Approximate date of commencement of proposed sale to the public: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
PROPOSED AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE FEE
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Common Stock, par value $.001(1) 201,673 Shares $1.56 $ 314,609 $ 92.81
Common Stock, par value $.001(2) 298,327 Shares $2.50 $ 745,818 $220.12
Common Stock Purchase
Warrants(3) 500,000 Warrants -0- - -
Common Stock, par value $.001(4) 500,000 Shares $3.63 $1,815,000 $535.43
Total $848.36
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(1) Represents Common Stock being offering by selling securityholder.
(2) Represents Common Stock reserved for issuance upon conversion of the
Convertible Note.
(3) Represents Common Stock Purchase Warrants , 201,673 of which are being
offered by the selling securityholder and 298,327 of which are issuable
upon conversion of the remaining balance of the Convertible Note.
(4) Represents Common Stock reserved for issuance upon exercise of the 500,000
Common Stock Purchase Warrants.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 29, 1998
PROSPECTUS
GLOBUS INTERNATIONAL RESOURCES CORP.
500,000 SHARES OF COMMON STOCK $.001 PAR VALUE,
280,000 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
500,000 COMMON STOCK PURCHASE WARRANTS,
280,000 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
500,000 SHARES OF COMMON STOCK, $.001 PAR VALUE,
UNDERLYING COMMON STOCK PURCHASE WARRANTS
--------------------
This prospectus relates to 500,000 shares of common stock, par value
$0.001 per share (the "Common Stock"), 280,000 of which underly a 10%
Convertible Note (the "Note") and 500,000 Common Stock Purchase Warrants (the
"Warrants"), 280,000 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 500,000 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 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
seventy-five percent (75%) 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 is traded on the Over-the-Counter Bulletin Board (the
"OTC Bulletin Board").
--------------------
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.
--------------------
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.
The Company will receive none of the proceeds from the sale of the
Shares or Warrants by the Selling Securityholder. The Company will bear all
costs relating to the registration of the Shares, which are estimated to be
approximately $90,000 "Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS _______________, 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.
--------------------
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.
2
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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.
3
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THE OFFERING
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Securities Offered: 500,000 Shares of Common Stock, 280,000 of which
underly, and are issuable upon conversion of, the
Note; and 500,000 Warrants, 280,000 of which underly,
and are issuable upon conversion of, the Note; 500,000
Shares underlying the Warrants. See "Plan of
Distribution."*
Securities Outstanding Before the Offering 4,750,533 shares of Common Stock; $500,000 10%
and the Conversion of the balance remaining Convertible Note (with $280,000 balance remaining
on the Note: plus interest); options to purchase up to 900,000
shares of Common Stock in the aggregate issued to
the Company's officers.
Securities Outstanding After the Offering and Approximately 5,030,533 shares of Common Stock;
the Conversion of the Note at the assumed 500,000 Common Stock Purchase Warrants*
conversion price of $1.00 per share:
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
loan forgiveness of approximately $500,000.
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".
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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 $1.33
per share (resulting in a conversion rate of $1.00 per share) and full
conversion of the Note into the Shares and Warrants underlying the Note. See
"Plan of Distribution."
4
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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth summary historical consolidated financial
data for the Company as at and for the years ended September 30, 1997 and 1996
which are derived from the audited consolidated financial statements (and notes
thereto) of the Company included elsewhere in this Prospectus. The summary
historical consolidated financial data should be read in conjunction with the
consolidated financial statements (and notes thereto) and the Company and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus.
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For the Year Ended September 30,
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1997 1996
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OPERATING DATA
Net Sales $15,389,452 $9,987,751
Cost of Goods Sold 14,012,761 9,392,550
Selling Expenses 429,220 229,534
General and Administrative Expenses 594,654 603,045
Depreciation and Amortization 102,323 14,461
Interest Income 44,554 44,611
Interest Expense (27,038) (32,244)
Other Income 5,487 --
Provision for Taxes 118,244 6,662
Net Income (Loss) 155,253 (256,134)
PER SHARE DATA
Net Income (Loss) per Common $0.04 $(0.09)
Share
Average Number of Shares 3,681,120 2,796,000
Outstanding
BALANCE SHEET DATA
Working Capital $ 3,713,805 $3,026,109
Current Assets 5,762,544 4,726,124
Total Assets 6,086,785 4,799,950
Long-term Obligations 12,921 335,842
Total Liabilities 2,061,660 2,035,857
Accumulated Deficit (3,304) (296,557)
Total Stockholders' Equity $ 4,025,125 $2,764,093
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5
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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.
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.
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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 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
7
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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 failure and anticipated consolidation in the industry. A general Russian
banking crises 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.
8
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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.
SHARES ELIGIBLE FOR FUTURE SALE
Assuming the conversion of the remaining $280,000 balance on the Note in
full at the assumed conversion price of $1.00 per share, the Company will have
outstanding 5,030,533 shares of Common Stock, not including options to acquire
300,000 shares issued to each of Messrs. Pisman, Greene and Roth. Of such
5,030,533 shares, 2,881,488 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
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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 NASD's
Electronic 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. 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 be greatly reduced if a registration statement covering the Shares
and Warrants
10
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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 57.3% of the issued and outstanding shares of Common Stock.
Assuming conversion of the Note in full at the maximum rate of $1.00 per share
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 52.2% 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 52.2% 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
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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.
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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 $1,746,065. No assurance can be given that any of the
Warrants will be exercised.
CAPITALIZATION
The following table sets forth the capitalization of the Company at
September 30, 1997 and as adjusted to reflect the issuance of 500,000 Shares of
the Common Stock offered hereby upon conversion of the Note at an assumed price
$1.00 per share 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>
SEPTEMBER 30, 1997
Actual Pro Forma(1) As adjusted(2)
------ ------------ --------------
<S> <C> <C> <C>
Total current liabilities $2,048,739 $2,328,739 $2,048,739
Long-term obligations 12,921 12,921 12,921
Total liabilities 2,061,660 2,341,660 2,061,660
Stockholders' equity:
Common Stock, par value, $.001 per
share: 4,548,860 issued and
outstanding; 4,549 -- --
4,750,533 shares prior to the offering
and conversion of the balance remaining
on the Note; -- 4,751 --
5,030,533 shares after conversion of the
assumed balance on Note (without
taking account of accrued interest on the
Note) -- -- 5,031
Preferred Stock, no par value, 100,000
shares authorized and unissued -- -- --
Additional paid-in capital 4,023,880 4,204,078 4,343,389
Accumulated deficit ( 3,304) ( 3,304) ( 3,304)
Total capitalization $6,086,785 $6,547,185 $6,406,785
</TABLE>
(1) Retroactively reflects at September 30, 1997 (i) the net proceeds from
the issuance of the Company's 10% Convertible Note in the amount of
$500,000; (ii) the conversion of $220,000 of the 10% Convertible Note
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and accrued interest thereon into 201,673 shares of the Company's
Common Stock; and (iii) a charge to additional paid-in capital of
$39,600 of deferred financing costs upon conversion.
(2) Retroactively reflects the assumed conversion of the remaining $280,000
principal balance of the Company's 10% Convertible Note into 280,000
shares of the Company's Common Stock with charges to additional paid in
capital for $50,400 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.
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SUMMARY HISTORICAL FINANCIAL INFORMATION
The following table sets forth summary consolidated historical financial
data for the Company as at and for the years ended September 30, 1997 and 1996,
which are derived from the audited consolidated financial statements (and notes
thereto) of the Company included elsewhere in this Prospectus. The summary
consolidated historical 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.
For the Year Ended September 30,
---------------------------------
1997 1996
OPERATING DATA
Net Sales $15,389,452 $9,987,751
Cost of Goods Sold 14,012,761 9,392,550
Selling Expenses 429,220 229,534
General and Administrative Expenses 594,654 603,045
Depreciation and Amortization 102,323 14,461
Interest Income 44,554 44,611
Interest Expense (27,038) (32,244)
Other Income 5,487 --
Operating Income (Loss) 250,494 (261,839)
Provision for Taxes 118,244 6,662
Net Income (Loss) 155,253 (256,134)
PER SHARE DATA
Net Income (Loss) per Common Share $0.04 $(0.09)
Average Number of Shares Outstanding 3,681,120 2,796,000
BALANCE SHEET DATA
Working Capital $ 3,713,805 $3,026,109
Current Assets 5,762,544 4,726,124
Total Assets 6,086,785 4,799,950
Long-term Obligations 12,921 335,842
Total Liabilities 2,061,660 2,035,857
Accumulated Deficit (3,304) (296,557)
Total Stockholders' Equity $ 4,025,125 $2,764,093
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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. Certain statements under this caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations", constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. See "Risk Factors -- Forward Looking Statements."
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") in a
transaction treated as a pooling of interests.
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 pre-built 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 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
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to the sales of clothing to Russian customers commencing in October 1996 and an
increase in automotive parts, paints and food products sales 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 paint
items.
Selling expenses increased $200,000 (87.3%) during 1997 to $429,000 or
2.8% of sales as compared to $229,000 (2.3% of sales) in 1996. This increase 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 remained relatively constant in both
years but decreased as a ratio of sales to 3.9% in 1997 from 6.0% in 1996.
Depreciation and amortization increased $88,000 (628.6%) to $102,000 (0.7% of
sales) from $14,000 (0.1% of sales) in 1996. This increase resulted from
amortization of the deferred consulting contracts which were initiated in 1997.
Interest income remained relatively constant in both periods, whereas
interest expenses 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 $411,000 from a net loss of $256,000 in 1996 to
$155,000 in 1997 is 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 of net sales in fiscal 1995. This increase is a mix of
food sales increases of $8,374,000 and a reduction in automotive parts sales of
$706,000 in fiscal 1996. 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 parts.
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 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 $334,000 (113.6%) to $628,000
(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
$282,000 in professional and consulting fees in the fourth
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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 expense 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 fiscal 1996 increased $155,000 (153.5%) to $256,000
from a net loss in 1995 of $101,000 due to the foregoing.
FINANCIAL CONDITION
September 30, 1997 Compared to September 30, 1996
Cash and cash equivalents at September 30, 1997 of $965,000 is $511,000
less than the cash and cash equivalents of $1,476,000 in September 30, 1996.
This decrease in cash is primarily the result of cash needed to generate more
inventory purchases for the increased sales volume and the resultant higher
receivables from the higher sales. At September 30, 1997, cash equivalents of
$485,000 was pledged as collateral for outstanding acceptances payable.
Accounts receivable increased $2,401,000 to $2,721,000 at September 30,
1997. The increase was the result of the $5,401,000 increase in sales volume.
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 significant
reduction in the automotive paint inventory.
The Company expended $3,000 to acquire property and 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.
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.
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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 the 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 $282,000 at
September 30, 1996 by the issuance of 555,000 shares of its Common Stock.
Stockholders' equity increased $1,261,000 to $4,025,000 at September 30,
1997 from $2,764,000 at September 30, 1996. The increase arises from the
issuance of the Company's common stock for services and cash in the aggregate of
$1,106,000 during the period and the net income of $155,000 accrued during the
period.
September 30, 1996 Compared to September 30, 1995
Cash and cash equivalents increased $284,000 from $1,192,000 at
September 30, 1995 to $1,476,000 at September 30, 1996 given the Company
sustained a loss of $256,000 in fiscal 1996. 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. The net
loss of $256,000 is primarily attributable to the non-cash charge to operations
from the issuance of 555,000 shares of the Company's common stock in December
1996 at their fair market value of $282,000 in the last quarter of fiscal 1996
for services rendered by counsel and consultants. These professionals valued
their services at $44,000. At September 30, 1996, $1,136,000 of cash equivalents
were pledged as collateral for acceptances payable outstanding.
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 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.
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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
$282,000 for services rendered by professionals and consultants during fiscal
1996. These obligations were satisfied by the issuance of 555,000 shares of the
Company's common stock in December 1996.
Stockholders' equity increased $2,710,000 to $2,764,000 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 $256,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital at September 30, 1997 and 1996 was
$3,714,000 and $3,026,000, respectively. The Company's primary sources of
working capital have been its bank lines of credit, working capital term loan,
related party loans and advances, and the issuance of its securities for cash
and as payment for services rendered and 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 555,000 shares of
its common stock in December 1996 in payment of $282,000 of obligations incurred
for services rendered prior to September 30, 1996. The Company through
September 30, 1997 has issued 870,000 shares of its Common Stock to 29 investors
for an aggregate of $522,000 (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.
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 its present two unsecured bank lines aggregating
$100,000 and its two secured letter of credit and acceptances payable lines of
credit aggregating $3,500,000 together with the cash generated from operations
and the net proceeds from the issuance at par of its $500,000, 10% Convertible
Note in November 1997 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
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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 constitutes a forward
looking statement within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements are speculative in nature and inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified.
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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 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 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.
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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 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
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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.
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.
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 90% and 10% of gross revenues respectively during
fiscal 1997.
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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
three customers, Marcon-Express, Marcon-Trade, Enivlad accounted for 43.9%,
42.5% and 6.5%, respectively, of the Globus Foods' net sales for fiscal 1997.
Shuttle's largest customer/distributors are Texas, Marcon Auto, and Avandor.
Sales to these distributors accounted for 37.5%, 27.2% and 14% of Shuttles net
sales for fiscal 1997. 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.
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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 oand 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
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.
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
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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 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. Since the Company is a major exporter of Danish meat products to
Russia, it decided to enter into an alliance with major members of the Danish
meat industry, such as 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.
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 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
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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 Russian
government is currently considering funding for the project and should finalize
its conclusions in early 1998.
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
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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.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
directors and executive officers of the Company:
NAME AGE POSITION
Serge Pisman 33 President and Director
Herman Roth 49 Secretary and Director
Yury Greene 58 Treasurer and Director
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 Russia.
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 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.
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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.
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
----------------------
Annual Compensation Awards 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 68,250 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.
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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.
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.
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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.
Approx.
Name and Address of Amount and Nature % of
Beneficial Owner of Ownership Class
----------------- ----------------- -----
FTP, Inc.(1) 963,346(1) 15.0%
Serge Pisman (2) 1,116,667 17.4%
Herman Roth (2) 1,116,666 17.4%
Yury Greene (2) 1,116,666 17.4%
All directors and officers as a group
(3 in number) 3,349,999 52.2%
(1) FTP, Inc.'s address is 48 Par-La-Ville Road, Hamilton, Bermuda HM11. The
963,346 shares beneficially owned represents 201,673 owned directly, 280,000
Shares which FTP, Inc. has the right to purchase upon conversion of the Note, at
an assumed price of $1.00 per share and shares underlying 481,673 Warrants,
which are issuable in an amount equal to the number of shares obtained in the
conversion of the Note.
(2) 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 $ , 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 $1.00 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.
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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.
Pursuant to certain agreements, the Company has agreed to indemnify the
Selling Securityholder against certain liabilities, including certain potential
liabilities under the Securities Act, or to contribute to payments such holders
may be required to make in respect thereof.
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 201,673 shares of the Company's Common Stock. Assuming the
balance of the Note is converted in full at the assumed conversion price of
$1.00 per share, FTP, Inc. will own 481,673 shares of Common Stock and 481,673
Common Stock Purchase Warrants. As a result, FTP, Inc. will own 15.0% of the
Company's outstanding Common Stock, prior to any sales by FTP, Inc. pursuant
hereto.
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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 Florida Business Corporation
Act.
COMMON STOCK
The Company is authorized to issue 50,000,000 shares of common stock,
$.001 par value of which 4,750,533 shares are currently issued and outstanding
and an additional 280,000 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 liquidations 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 o f 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.
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 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.
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SHARES ELIGIBLE FOR FUTURE SALE
Assuming the conversion of the remaining $280,000 balance on the Note in
full at the assumed conversion price of $1.00 per share, the Company will have
outstanding 5,030,533 shares of Common Stock, not including options to acquire
300,000 common shares issued to each of Messrs. Pisman, Greene and Roth. Of such
5,030,533 shares, 2,881,488 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.
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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 December 31, 1997, the
average per share bid and ask price of the Company's common stock was $1.625 and
$1.50, respectively. 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:
HIGH LOW HIGH LOW
---- --- ---- ---
1995: 1st Quarter (1) (1) 1996: 1st Quarter 5.625 4.625
2nd Quarter (1) (1) 2nd Quarter 4.625 3.75
3rd Quarter 5.125 5.125 3rd Quarter 3.875 .25
4th Quarter 5.125 5.125 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
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 January 14, 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 66.
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.
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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 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.
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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.
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<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
SEPTEMBER 30, 1997
I N D E X
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
INDEPENDENT ACCOUNTANTS' REPORT ...................................................... F-1
FINANCIAL STATEMENTS:
Consolidated Balance Sheets as at September 30, 1997 and 1996 .................. F-2
Consolidated Statements of Operations
For the Years Ended September 30, 1997 and 1996 ............................. F-3
Consolidated Statements of Changes in Stockholders' Equity
For the Years Ended September 30, 1997 and 1996 ............................. F-4
Consolidated Statements of Cash Flows
For the Years Ended September 30, 1997 and 1996 ............................. F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ........................................... F-6 - F-19
</TABLE>
F-i
<PAGE>
<PAGE>
[Letterhead]
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.
/s/ WEINICK SANDERS LEVENTHAL & CO., LLP
New York, N. Y.
December 2, 1997
F-1
<PAGE>
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
-------------------------
1997 1996
---------- --------
<S> <C> <C>
A S S E T S
-----------
(Note 7)
Current assets:
Cash and cash equivalents (Notes 2 and 7) $ 965,410 $1,476,123
Accounts receivable (Notes 2 and 7) 2,721,130 319,546
Inventories (Notes 2 and 10) 2,004,004 2,889,215
Deferred income taxes (Notes 2 and 8) 52,000 35,600
Prepaid expenses 20,000 5,640
---------- ----------
Total current assets 5,762,544 4,726,124
---------- ----------
Property assets - at cost, net of
accumulated depreciation (Notes 2 and 4) 27,625 40,771
---------- ----------
Other assets:
Deferred financing costs (Notes 2 and 13) 50,000 -
Deferred consulting costs (Notes 2, 10 and 12) 215,625 -
Organization costs (Note 2) 4,991 7,055
Security deposits (Note 5) 26,000 26,000
---------- ----------
Total other assets 296,616 33,055
---------- ----------
$6,086,785 $4,799,950
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Line of credit (Note 7) $ 31,342 $ -
Notes payable - related parties (Notes 6 and 7) 145,000 220,439
Current portion of long-term debt (Note 7) 41,666 166,667
Accounts and acceptances payable (Note 7) 1,439,619 1,168,167
Accrued expenses and other current
liabilities - related parties (Note 6) 111,277 79,185
Accrued expenses and other current liabilities 137,228 51,439
Income taxes payable (Notes 2 and 8) 142,607 14,118
---------- ----------
Total current liabilities 2,048,739 1,700,015
---------- ----------
Long-term obligations:
Note payable - bank (Note 7) - 41,666
Deferred rent liability (Note 9) 12,921 10,176
Deferred income taxes (Notes 2 and 8) - 2,000
Other obligation (Note 10) - 282,000
---------- ----------
Total long-term obligations 12,921 335,842
---------- ----------
Commitments and contingencies (Note 12) - -
Stockholders' equity (Notes 1, 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 - 4,548,860 and
2,853,860 shares, respectively 4,549 2,854
Additional paid-in capital 4,023,880 3,057,796
Accumulated deficit ( 3,304) ( 296,557)
---------- ----------
Total stockholders' equity 4,025,125 2,764,093
---------- ----------
$6,086,785 $4,799,950
---------- ----------
---------- ----------
</TABLE>
F-2
<PAGE>
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended
September 30,
------------------------
1997 1996
----------- ----------
<S> <C> <C>
Net sales (Note 11) $15,389,452 $9,987,751
Cost of goods sold (Note 11) 14,012,761 9,392,550
----------- ----------
Gross profit 1,376,691 595,201
----------- ----------
Operating expenses:
Selling 429,220 229,534
General and administrative 594,654 603,045
Depreciation and amortization 102,323 14,461
Allowance for doubtful accounts - 10,000
----------- ----------
Total operating expenses 1,126,197 857,040
----------- ----------
Income (loss) from operations 250,494 ( 261,839)
----------- ----------
Other income (expenses):
Interest income 44,554 44,611
Interest expense ( 27,038) ( 32,244)
Other income 5,487 -
----------- ----------
Total income (expenses) 23,003 12,367
----------- ----------
Income (loss) before income taxes 273,497 ( 249,472)
Provision for income taxes (Notes 2 and 8) 118,244 6,662
----------- ----------
Net income (loss) $ 155,253 ($ 256,134)
=========== ==========
Net income (loss) per common share (Note 2) $0.04 ($0.09)
===== =====
Weighted average number of shares outstanding 3,681,120 2,796,000
========= =========
</TABLE>
F-3
<PAGE>
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
Common Shares Additional
----------------- Paid-In Accumulated
Shares Amount Capital Deficit
--------- ------ ---------- --------
<S> <C> <C> <C> <C>
Balance at October 1, 1995 reflective
of the stock issuance pursuant to
stock split declared March 15, 1996 296,000 $ 296 $ 17,954 ($108,698)
Merger of Shuttle International, Ltd.
of December 11, 1996 2,500,000 2,500 73,500 68,275
--------- ------ ---------- --------
Adjusted balance October 1, 1995 2,796,000 2,796 91,454 ( 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 - - - ( 256,134)
--------- ------ ---------- --------
Balance at September 30, 1996 2,853,860 2,854 3,057,796 ( 296,557)
Proceeds from sale of Shuttle's
common stock prior to merger - - 100,000 -
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) 138,000
Issuance of common stock for
cash, net of offering costs 870,000 870 422,909 -
Net income for fiscal 1997 - - - 155,253
--------- ------ ---------- --------
Balance at September 30, 1997 4,548,860 $4,549 $4,023,880 ($ 3,304)
========= ====== ========== ========
</TABLE>
F-4
<PAGE>
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended
September 30,
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 155,253 ($ 256,134)
---------- ----------
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 102,323 14,461
Deferred rent 2,745 10,176
Deferred income taxes ( 18,400) 17,400
Provision for doubtful accounts - 10,000
Common stock issued for services rendered - 282,000
Increase (decrease) in cash flows as
a result of changes in asset and
liability account balances:
Accounts receivable ( 2,401,584) 151,913
Inventories 885,211 ( 50,315)
Prepaid expenses ( 14,360) 22,340
Accounts and acceptances payable 271,452 ( 16,342)
Accrued expenses and other
current liabilities:
Related parties 32,092 ( 36,999)
Other 85,789 ( 3,967)
Income taxes payable 128,489 1,818
---------- ----------
Total adjustments ( 926,243) 402,485
---------- ----------
Net cash provided by (used in) operating activities ( 770,990) 146,351
---------- ----------
Cash flows from investing activities:
Acquisition of property assets ( 2,738) ( 31,446)
Security deposits - ( 21,000)
---------- ----------
Net cash used in investing activities ( 2,738) ( 52,446)
---------- ----------
Cash flows from financing activities:
Proceeds from line of credit 31,342 -
Proceeds from and repayment of long-term note payable ( 166,667) ( 166,667)
Proceeds from and repayments of
related party indebtedness ( 75,439) 209,819
Proceeds from issuances of common stock 523,779 147,000
Deferred financing cost ( 50,000) -
---------- ----------
Net cash provided by financing activities 263,015 190,152
---------- ----------
Net increase (decrease) in cash and cash equivalents ( 510,713) 284,057
Cash and cash equivalents at beginning of year 1,476,123 1,192,066
---------- ----------
Cash and cash equivalents at end of year $ 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 $ 582,000 $2,819,400
========== ==========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 12,411 $ 23,918
========== ==========
Taxes paid $ 4,744 $ 1,894
========== ==========
</TABLE>
F-5
<PAGE>
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(Formerly Globus Food Systems International Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
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 in a transaction treated as a pooling of interests. The
Company's three officer/directors owned 90% of the Shuttle prior to
the acquisition by the Company. 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 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 31, 1996 acquisition of Shuttle as if
they had occurred at the beginning of the periods presented.
F-6
<PAGE>
<PAGE>
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 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
and for the year ended September 30, 1997 includes the accounts of
Globus International Resources Corp. and its wholly-owned
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 wholly-owned 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.
(c) Revenue Recognition:
The Company recognizes revenues in accordance with
generally accepted accounting principles in the period in which its
products are shipped to its customers. The Company records expenses
in the period in which they are incurred, in accordance with
generally accepted accounting principles.
(d) Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
F-7
<PAGE>
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)
(e) Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
(f) Concentrations of Credit Risk:
Financial instruments that potentially subject the Company
to significant concentrations of credit risk consist principally of
cash and trade accounts receivable. The Company places its cash with
high credit quality financial institutions which at times may be in
excess of the FDIC insurance limit. Concentrations of credit risk
with respect to trade accounts receivable are generally limited due
to the Company's requiring the prepayment of up to 50% of each sale
prior to shipment.
(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) 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.
(j) 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.
Deferred consulting costs are being amortized over the life
of the consulting agreements. Amortization charged to operations in
fiscal 1997 was $84,375.
Deferred financing costs are legal, accounting and other
costs associated with the placement of a $500,000 in convertible
debt security in November 1997. These costs will be amortized over
the life of the debt instruments (see Note 13).
F-8
<PAGE>
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)
(k) 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)
========== ======== ======== =======
For the year ended
September 30, 1995 $1,334,111 ($ 70,247) $985,875 ($31,001)
========== ======== ======== =======
</TABLE>
NOTE 4 - PROPERTY ASSETS:
Property assets consist of:
<TABLE>
<CAPTION>
September 30,
--------------------
1997 1996
------- -------
<S> <C> <C>
Data processing and office equipment $55,930 $52,792
Furniture and fixtures 21,283 21,683
------- -------
77,213 74,475
Less: Accumulated depreciation 49,588 33,704
------- -------
$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.
F-9
<PAGE>
<PAGE>
NOTE 5 - SECURITY DEPOSITS.
Security deposits are comprised of rent deposits relating
to various leaseholds which the Company occupies.
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, respectively. Accrued interest payable on these
loans aggregated $15,752 and $4,376 at 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 is $2,925 and $325
at September 30, 1997 and 1996, respectively. Accrued interest
payable to these individuals is $3,250 and $325 which is included in
accrued expenses at September 30, 1997 and 1996, respectively. 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.
(c) Rent Payable:
Globus and Shuttle lease warehouse space from an entity
controlled by three of the Company's officer/directors. Rent charged
to operations in fiscal 1997 and 1996 was $30,000 and $27,000, of
which $27,375 and $20,000 was unpaid and included in accrued
expenses - related parties at 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.
F-10
<PAGE>
<PAGE>
NOTE 6 - RELATED PARTY TRANSACTIONS. (Continued)
(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
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. At September 30, 1997 and 1996 these
officers were owed $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 fiscal
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.
Current maturities of this indebtedness are as follows:
<TABLE>
<CAPTION>
September 30,
----------------------
1997 1996
------- --------
<S> <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>
F-11
<PAGE>
<PAGE>
NOTE 7 - FINANCING ARRANGEMENTS. (Continued)
(b) Short-Term Debt:
(i) Banks:
The Company has four credit facilities at September 30,
1997 with three 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 $75,000 had $19,444
outstanding at September 3, 1997. Another line of $25,000 had
$11,898 outstanding at September 30, 1997. Interest on the lines
which averaged 10.5% in 1997 is 2% over prime (10.5% at September
30, 1997). During 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's third 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. 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
September 30, 1997 and 1996, the cash pledged as collateral was
$35,000 and $1,136,279, respectively. In May 1997, the Company
obtained a fourth 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. Outstanding debt borrowings under this line of credit bear
interest at 1-3/4% over prime (10.25% at 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 the 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 $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).
F-12
<PAGE>
<PAGE>
NOTE 8 - INCOME TAXES.
The components of the provision (credit) for income taxes
are:
<TABLE>
<CAPTION>
For the Years
Years Ended
September 30,
-----------------------
1997 1996
-------- -------
<S> <C> <C>
Currently payable:
Federal $ 99,244 ($15,800)
State and local 37,400 4,762
-------- -------
136,644 ( 11,038)
-------- -------
Deferred:
Federal ( 13,400) 17,300
State and local ( 5,000) 400
-------- -------
( 18,400) 17,700
-------- -------
$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 Years
Years Ended
September 30,
--------------------
1997 1996
------ ------
<S> <C> <C>
Related party interest
and rent expense ($ 6,400) ($ 4,300)
Allowance for doubtful accounts ( 900) ( 3,400)
Depreciation of property assets - 4,400
Executive compensation ( 6,100) 20,600
------- -------
($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 Years Ended
September 30,
---------------------------------------
1997 1996
----------------- ----------------
<S> <C> <C> <C> <C>
Income (loss) before
income taxes $273,497 ($249,472)
======== ========
Computed tax - (benefit) at
statutory rate $ 93,000 34.0% ($ 84,800) (34.0%)
State taxes net of federal
tax benefit 16,944 6.2 3,462 1.4
Non-deductible portion of
compensatory element
of common stock issuances - - 80,900 32.4
Other - net 8,300 3.0 7,100 2.9
-------- ----- -------- ----
Total tax provision $118,244 43.2% $ 6,662 2.7%
======== ===== ======== =====
</TABLE>
F-13
<PAGE>
<PAGE>
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 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 as in other obligations payable at September 30,
1996.
F-14
<PAGE>
<PAGE>
NOTE 10 - COMMON STOCK. (Continued)
(b) Common Stock Issued for Services Rendered: (Continued)
(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 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.
(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 shares 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, of $180,000 ($0.60 per
share) was included in other obligations payable at
September 30, 1996 and was charged to operations in fiscal
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 and
a like increase in retained earnings.
(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.
Pursuant to the terms of this agreement, 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.
F-15
<PAGE>
<PAGE>
NOTE 10 - COMMON STOCK. (Continued)
(b) Common Stock Issued for Services Rendered: (Continued)
(iv) (Continued)
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 shall bear a legend, in general terms,
stating that those shares have not been registered under
the Securities Act of 1933, as amended. 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.
(v) 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 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 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 common
stock issued of $30,000 as determined by the Board of
Directors will be amortized and charged to operations over
the life of the consulting agreement.
(vi) 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.
F-16
<PAGE>
<PAGE>
NOTE 11 - MAJOR RELATIONSHIPS.
Globus has had only eight (8) customers since its started
shipments in August 1995. Shuttle's sales for the year ended
September 30, 1997 were derived from four (4) customers. Shuttle's
sales for 1996 were almost totally derived from one (1) customer.
All of the Company's customers are located in Russia or other former
states of the Soviet Union. Two customers accounted for 39% and 37%
of sales for the year ended September 30, 1997, 48% and 47% of
fiscal 1996 sales.
Globus purchases most of its finished products from ten
(10) foreign and two (2) domestic corporations. Globus's suppliers
drop ship the Company's purchases directly to the Company's
customers. Shuttle purchases its products from over fifty (50)
suppliers who are primarily located in the metropolitan New York
City area. Management believes its relationship with its customers
and suppliers is excellent.
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 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
$900,000, in letters of credit outstanding at September 30, 1997.
(c) Consulting Agreement:
(i) In July 1996, the Company entered into a financial
consulting agreement with an individual who will advise the
Company on certain financial matters. The agreement
provides for the consultant to receive $2,000 a month for
his services commencing in August 1996. The agreement may
be terminated by either party upon two weeks notice.
F-17
<PAGE>
<PAGE>
NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)
(c) Consulting Agreement: (Continued)
(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.
(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
(iii) 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.
(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.
F-18
<PAGE>
<PAGE>
NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)
(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 $125,000 for
fiscal 1998. The officers have agreed to defer payment of their
compensation until the Company's cash flow permits. At September 30,
1997 and 1996 these officers were owned $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.
NOTE 13 - SUBSEQUENT EVENT.
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. At September 30, 1997, the
Company has recorded as a deferred asset $50,000 of legal and
accounting fees associated with the placement of the debt. The
deferred asset will be amortized the life of the debt.
F-19
<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
Page
----
Prospectus Summary..........................
Summary Historical Financial Information....
Risk Factors................................
Use of Proceeds.............................
Dividend Policy.............................
Capitalization..............................
Selected Historical and Financial Data......
Management's Discussion and Analysis of
Financial Condition
and Results of Operations................
Business....................................
Management..................................
Principal Shareholders......................
Plan of Distribution........................
Description of Securities...................
Shares Eligible for Future Sale.............
Legal Matters...............................
Experts.....................................
Additional Information......................
Index to Financial Statements...............F-1
-------------------------------
UNTIL ________, 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
500,000 SHARES OF COMMON STOCK $.001 PAR
VALUE AND 500,000 COMMON STOCK PURCHASE
WARRANTS, EACH UNDERLYING A
10% CONVERTIBLE NOTE;
500,000 SHARES OF COMMON STOCK, $.001 PAR
VALUE, UNDERLYING
COMMON STOCK PURCHASE WARRANTS
-------------------------
PROSPECTUS
-------------------------
_____________________, 1998
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTOR 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.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses incurred in connection
with the issuance and distribution of the securities being registered hereby
expected to be incurred by the Company:
SEC registration fee................................... $848.36
State securities law fees and expenses......................... $ *
Printing and engraving expenses................................ $ *
Legal fees and expenses.................................... $ 50,000 *
Accounting fees and expenses.................................... $ *
Transfer Agent fee.................................................$ *
TOTAL $ *
=========
*To be completed by amendment.
All amounts in the above table are estimated except the SEC registration
fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following paragraphs set forth information with respect to all
securities of the Company sold within the past three years without registering
the securities under the Act. The information includes the names of purchasers,
date of issue, number of shares issued and the consideration received by the
Company for the issuance of these shares.
Through June 13, 1997, the Company completed a private placement of Units,
each Unit consisting of 10,000 shares of the Company. A total of 87 Units were
sold at $6,000 per Unit, or $.60 per share, as follows:
Name Number of Shares
---- ----------------
Konstantin S. Prives 50,000
Harvey M. Goldfarb 20,000
International Consumer Corp. 30,000
2
<PAGE>
<PAGE>
William J. Vargas 10,000
Michael F. Daniels 50,000
Dennis Brovarone 10,000
Annarosa Spanu 50,000
Christine Piazza 10,000
John Piazza 10,000
Swan Alley (Nominee) 170,000
Michael Krall 20,000
Norman L. Andersen 20,000
Gary W. Brownell 10,000
Grace Ann McCauley 20,000
William C. Hyde 30,000
Francine Piazza 10,000
Robert Bauer 10,000
Harish H. Shah, MD 40,000
Abraham Chanuka 20,000
Anthony Stropoli 60,000
Maryrose Baffi 20,000
Abdu-Aziz 10,000
Regency Group 20,000
Ronald E. Lichtman 10,000
Salvatore R. Piazza 30,000
SBG Advisors, Inc. 40,000
Candice Pokross 30,000
Mitchell Kaminsky 10,000
Sharon S. Warshauer 20,000
James Labate 30,000
-------
TOTAL 870,000
On December 16, 1996 the Company issued 35,000 shares to Eric Piker,
an employee of the Company as compensation for services rendered.
On December 16, 1996 the Company issued 20,000 shares to Lenny
Esterman, an employee of the Company as compensation for services rendered.
On December 16, 1996 the Company issued 500,000 shares to consultants
to the Company, as compensation for services rendered, as follows:
Crabbe Capital Group, Inc. 250,000
Loren Investment 300,000
Comstat, Inc. 50,000
230,000 of the shares issued to Loren Investments were returned
to the Company.
On December 16, 1996 the Company issued 200,000 shares to the law
firm of Loselle Greenawalt Kaplan Blair and Adler as compensation for services
rendered.
On December 11, 1996 the Company acquired all of the outstanding
capital stock of Shuttle International Ltd., a New York Corporation in exchange
for 2,500,000 shares of the Company's common stock issued to the following
individuals:
3
<PAGE>
<PAGE>
Yury Green 750,000
Serge Pisman 750,000
Herman Roth 750,000
Zolton Lebovich 250,000
On May 13, 1996 the Company issued 56,389 shares of common stock to
Fruit Impex, S.A., a Panamanian corporation in exchange for acrylic auto parts
valued at $2,819,399 but retained an option to repurchase these shares for a
three year period for $75.00 per share.
On January 26, 1996 the Company issued 870 shares to Grand Sports
International, Ltd., for $87,000 and 100 shares to Midwest Land Development,
Inc., for $10,000.
On March 1, 1996 the Company issued 500 shares to Grand Sports
International USA, Ltd., for $50,000.
On September 12, 1995 the Company issued the following shares:
NAME NUMBER OF SHARES
---- ----------------
Serge Pisman 33,334
Yury Greene 33,333
Herman Roth 33,333
Eric Piker 2,000
On September 12, 1995, the Company issued 40,000 shares in a stock
dividend to existing shareholders.
On March 15, 1995, the Company's shares were split 10:1, resulting
in the issuance of 36,000 additional shares.
On March 15, 1995, the Company issued 700,000 shares to Shogun
Investment Group, Ltd. in exchange for consulting services.
All of the aforesaid shares were issued without registration under
the Act by reason of the exemption from registration afforded by the provisions
of Section 4(2) thereof, as transactions by an issuer not involving a public
offering and/or Regulation D promulgated under the Act.
ITEM 27. EXHIBITS AND FINANCIAL SCHEDULES.
(a) EXHIBITS
2.1 Agreement and Plan of Reorganization
3.1 Articles of Incorporation, as amended
3.2 By-laws
4.1 Specimen Certificate for Shares of Common Stock
4.2 Stock Option Plan*
5.1 Opinion and Consent of Bondy & Schloss LLP*
10.1 Lease by and between the Company and The Port Authority
of New York and New Jersey dated February 12, 1996.
10.2 Lease by and between Globus Food Systems International and
1616 Mermaid Associates, dated January 1, 1995.
10.3 Lease by and between Shuttle International Inc. and 1616
Mermaid Associates, dated March 1, 1994.
10.4 Inventory Purchase Agreement, by and between the Globus Food
Systems International Corp. and Fruit Impex, S.A., dated
May 13, 1996.
23.1 Consent of Weinick Sanders Leventhal & Co., LLP
23.5 Consent of Bondy & Schloss LLP (included in item 5.1 above)*
24 Powers of Attorney (included on Company signature page)
- ---------------------
* To be filed by amendment
4
<PAGE>
<PAGE>
(b) FINANCIAL STATEMENT SCHEDULES.
All supplemental schedules are omitted because they are not required or
because the information is shown in the financial statements or notes thereto.
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) an any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume filed and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of he securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
5
<PAGE>
<PAGE>
SIGNATURES
In accordance with to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of Form SB-2 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on January 28, 1998.
GLOBUS INTERNATIONAL RESOURCES CORP.
By: /s/ Serge Pisman
______________________________________
Serge Pisman, President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Serge Pisman as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for such person in name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form SB-2, and any amendment relating hereto, pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Serge Pisman
_________________________________ President and Director January 28, 1998
Serge Pisman
/s/ Herman Roth
_________________________________ Secretary and Director January 28, 1998
Herman Roth
/s/ Yury Greene
_________________________________ Treasurer and Director January 28, 1998
Yury Greene
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as ................................'tm'
<PAGE>
<PAGE>
EXHIBIT INDEX
(a) EXHIBITS
2.1 Agreement and Plan of Reorganization
3.1 Articles of Incorporation, as amended
3.2 By-laws
4.1 Specimen Certificate for Shares of Common Stock
4.2 Stock Option Plan*
5.1 Opinion and Consent of Bondy & Schloss LLP*
10.1 Lease by and between the Company and The Port Authority
of New York and New Jersey dated February 12, 1996.
10.2 Lease by and between Globus Food Systems International and
1616 Mermaid Associates, dated January 1, 1995.
10.3 Lease by and between Shuttle International Inc. and 1616
Mermaid Associates, dated March 1, 1994.
10.4 Inventory Purchase Agreement, by and between the Globus Food
Systems International Corp. and Fruit Impex, S.A., dated
May 13, 1996.
23.1 Consent of Weinick Sanders Leventhal & Co., LLP
23.5 Consent of Bondy & Schloss LLP (included in item 5.1 above)*
24 Powers of Attorney (included on Company signature page)
- ---------------------
* To be filed by amendment
7
STATEMENT OF DIFFERENCES
------------------------
The trademark symbol shall be expressed as............................ 'tm'
<PAGE>
<PAGE>
AGREEMENT AND PLAN
OF
REORGANIZATION
Dated December 11, 1996
By and Among
Globus International Resources Corp.,
Shuttle International, Ltd.,
and
Yury Greene
Serge Pisman
Herman Roth
Zoltan Lebovich
<PAGE>
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION dated December 11, 1996 (the
"Agreement") by and among Globus International Resources Corp. a Nevada
corporation (the "Purchaser"), Yury Greene ("Greene"), Serge Pisman
("Pisman"), Herman Roth ("Roth"), Zoltan Lebovich ("Lebovich"). (Greene,
Pisman, Roth and Lebovich are hereinafter collectively referred to as
the "Sellers"), and Shuttle International, Ltd., ("Shuttle"), a New York
Corporation.
WHEREAS, the Purchaser desires to acquire all of the outstanding shares
of capital stock of Shuttle; and
WHEREAS, the Sellers, the sole shareholders of the Shuttle desire to
sell their shares of capital stock to the Purchaser;
NOW, THEREFORE, in consideration of the agreements hereinafter
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
ARTICLE I
THE TRANSACTION
1.1 Shuttle Shares. Upon the terms and subject to the conditions
hereinafter set forth, at the Closing, the Sellers shall sell, transfer and
deliver to Purchaser and Purchaser shall acquire from the Sellers, all of their
shares of Common Stock of Shuttle, as set forth opposite their names on Exhibit
1.1 hereto, being all of the issued and outstanding shares of capital stock of
Shuttle as
1
<PAGE>
<PAGE>
of the date hereof (collectively, the "Shuttle Shares"), free and clear of all
liens, pledges, encumbrances, charges and claims thereon. Certificates
evidencing the Shuttle Shares and or other evidence of ownership where stock
certificates have not been formally issued, will be delivered to Purchaser duly
endorsed in blank or accompanied by appropriate stock powers and/or transmittal
forms, endorsed in blank. It is the intention of the parties that this
transaction qualify as a statutory merger pursuant to Section 368(a) of the IRS
Code of 1986, as amended.
1.2 Purchase Price. Upon the sale, transfer and delivery to Purchaser by
Sellers of the Shuttle Shares as set forth in Section 1.1, and in consideration
therefor, Purchaser shall deliver to the Sellers (and among them in proportion
to their ownership of the Shuttle Shares) certificates evidencing an aggregate
of 2,500,000 shares of Purchaser's Common Stock, par value $.001 per share in
the names and denominations as set forth on Exhibit 1.2 hereto.
1.3 Restrictive Legend. Each Seller understands that the shares of
Purchaser's common stock to be issued in accordance with the terms of this
Agreement shall bear the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY BE SOLD, TRANSFERRED OR ENCUMBERED ONLY PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A
NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION OR PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
UNNECESSARY.
2
<PAGE>
<PAGE>
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHUTTLE AND THE SELLERS
Shuttle and the Sellers represent and warrant to the Purchaser as
follows:
2.1 Corporate Organization. Shuttle is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York
and has the requisite corporate power and authority to carry on its business as
it is now being conducted.
2.2 Capitalization. The authorized capital stock of Shuttle consists of
1,000 shares of common stock, no par value and there is no other capital stock
authorized for issuance. As of the date hereof 221 shares of common stock were
validly issued and outstanding, fully paid and non assessable and no shares were
reserved for issuance nor were there outstanding any options, warrants,
convertible instruments of other rights, agreements, or commitments (contingent
or otherwise) obligating Shuttle to issue shares of capital stock.
2.3 Authority Relative to This Agreement. This Agreement has been duly
and validly executed and delivered by Shuttle and constitutes a valid and
binding Agreement of Shuttle and is enforceable in accordance with its terms.
Shuttle has all requisite corporate power and authority to enter into this
3
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<PAGE>
Agreement and its doing so has been duly and sufficiently authorized.
2.4 Absence of Breach; No Consents. The execution, delivery and
performance of this Agreement, and the performance by Shuttle of its obligations
hereunder, do not (1) conflict with or result in a breach of any of the
provisions of the Articles of Incorporation or Bylaws of Shuttle; (2) to its
knowledge, contravene any law, ordinance, rule or regulation of any State or
Commonwealth or political subdivision of either, or of the United States, or of
any applicable foreign jurisdiction, or contravene any order, writ, judgment,
injunction, decree, determination, or award of any court or other authority
having jurisdiction, or cause the suspension or revocation of any authorization,
consent, approval, or license, presently in effect, which affects or binds
Shuttle or any of its material properties, except in any such case where such
contravention will not have a material adverse effect on the business condition
(financial or otherwise), operations, or prospects of Shuttle, taken as a whole,
and will not have a material adverse effect on the validity of this Agreement;
(3) conflict with or result in a material breach of or default under any
material indenture or loan or credit agreement or any other material agreement
or instrument to which Shuttle is a party or by which it or any of its material
properties may be affected or bound; (4) to its knowledge, requires the
authorization, consent, approval or license of any third party; or (5) to its
knowledge,
4
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<PAGE>
constitutes grounds for the loss or suspension of any permits, licenses or other
authorizations used in the business of Shuttle.
2.5 Taxes. Shuttle has duly filed or caused to be filed all federal,
state, county and municipal tax returns, reports and declarations which are
required to be filed and has paid or has made full and adequate provision for
payment of all federal, state, local and foreign income and other taxes properly
due for the periods covered by such returns, reports, and declarations.
2.6 Proprietary Rights. Shuttle possess full ownership of, or adequate
and enforceable long term licenses or other rights to use, all trade secrets,
copyrights, patents, trademarks, service marks, and all similar types of
intangible property developed, created or owned by Shuttle or used in connection
with its business (the "Proprietary Rights"); Shuttle has not received any
notice of conflict which asserts the rights of others with respect thereto; and
Shuttle has in all material respects performed all of the obligations required
to be performed by it, and is not in default in any material respect, under any
agreement relating to any Proprietary Rights.
2.7 Ownership of Assets. To its knowledge Shuttle has good, marketable
and insurable title, or valid effective and continuing leasehold rights in the
case of leased property, to all real property (as to which, in the case of owned
property, such title is
5
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<PAGE>
fee simple) and all personal property owned or leased by it or used by it in the
conduct of its business in such a manner as to create the appearance or
reasonable expectation that the same is owned or leased by it; such ownership is
free and clear of all liens, claims, encumbrances and charges, except liens for
taxes not yet due and minor imperfections of title and encumbrances, if any,
which, singly and in the aggregate, are not substantial in amount and do not
materially detract from the value of the property subject thereto or materially
impair the use thereof; no other person has any ownership or similar right in,
or contractual or other right to acquire any such right in, any of such assets.
Shuttle does not know of any potential action by any party, governmental or
other and no proceedings with respect thereto have been instituted of which
Shuttle has notice that would materially effect Shuttle's ability to use and to
utilize each of such assets in its business. Shuttle has received no notices
from any mortgagee regarding any leased properties of Shuttle or the leasehold
interest.
2.8 Litigation. (a) No material investigation or review by any
governmental entity with respect to Shuttle is pending or, to the best knowledge
of Shuttle, threatened (other than inspections and reviews customarily made of
businesses such as that of Shuttle) nor has any governmental entity indicated to
Shuttle an intention to conduct the same; and (b) there is no action, suit, or
proceeding pending or, to Shuttle's knowledge, threatened against
6
<PAGE>
<PAGE>
Shuttle which would or could affect Shuttle's obligations under this Agreement,
its business, the assets, the Proprietary Rights, or the interest of Shuttle
therein. Shuttle is not aware of any fact, condition, event or circumstance upon
which any claim, judgment, order, proceeding or governmental investigation
against and adversely affecting it, its business, assets or Proprietary Rights
might reasonable be based.
2.9 Compliance with Laws. To its best knowledge, Shuttle is operating
its business in compliance with all laws, regulations and orders and has
obtained all governmental permits, licenses or authorizations, if any, required
for the conduct of its business.
ARTICLE III
REPRESENTATION AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Seller:
3.1 Corporate Organization. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has the corporate power to carry on its business as now conducted.
3.2 Capitalization. The authorized capital stock of the Purchaser
consists of 50,000,000 shares of common stock, $.001 par value and there is no
other capital stock authorized for issuance.
7
<PAGE>
<PAGE>
As of the date hereof, including the Globus Shares to be issued to Sellers
herewith, 3,708,860 shares of common stock were validly issued and outstanding,
fully paid and non assessable. With the exception of up to 670,000 shares of
common stock reserved for issuance in connection with an offering of Purchaser's
securities pursuant to Rule 504 of Regulation D of the Securities Act of 1993,
as amended, no other shares are reserved for issuance nor are there any
outstanding options, warrants, convertible instruments or other rights,
agreements, or commitments (contingent or otherwise) obligating the Purchaser
to issue shares of capital stock.
3.3 Authority Relative to This Agreement. The Purchaser has the
requisite corporate power and authority to enter into this Agreement and to
carry out their obligations hereunder. The execution and delivery of this
Agreement have been duly authorized and approved by the requisite level of
corporate authority of Purchaser and no other corporate proceedings on its part
is necessary to approve and adopt this Agreement.
3.4 Absence of Breach: No Consents. The execution, delivery and
performance of this Agreement, and the performance by the Purchaser of its
obligations hereunder, do not (1) conflict with or result in a breach of any of
the provisions of the Articles of Incorporation or Bylaws of the Purchaser; (2)
to its knowledge, contravene any law, ordinance, rule or regulation of any State
or Commonwealth or political subdivision of either or of the United
8
<PAGE>
<PAGE>
States, or of any applicable foreign jurisdiction, or contravene any order,
writ, judgment, injunction, decree, determination, or award of any court or
other authority having jurisdiction, or cause the suspension or revocation of
any authorization, consent, approval, or license, presently in effect, which
affects or binds the Purchaser or any of its material properties, except in any
such case where such contravention will not have a material adverse effect on
the business condition (financial or otherwise), operations, or prospects of the
Purchaser, taken as a whole, and will not have a material adverse effect on the
validity of this Agreement; (3) conflict with or result in a material breach of
or default under any material indenture or loan or credit agreement or any other
material agreement or instrument to which the Purchaser is a party or by which
it or any of their material properties may be affected or bound; (4) to its
knowledge require the authorization, consent, approval or license of any third
party; or (5) to its knowledge constitute grounds for the loss or suspension of
any permits, licenses or other authorizations used in the business of the
Purchaser.
ARTICLE IV
MISCELLANEOUS
4.1 Brokers and Expenses. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on directly by the
Purchaser with Sellers, without the
9
<PAGE>
<PAGE>
intervention of any broker, finder, investment banker or other third party.
Sellers agree that they will indemnify the Purchaser against and in respect to
any and all damages, losses, liabilities and expenses, including attorneys'
fees, which may be incurred by the Purchaser as a result of any claims asserted
against the Purchaser by any broker or other person on the basis of any
arrangements OR agreements made or alleged to have been made by Sellers; and the
Purchaser agrees that it will indemnify Sellers in respect of any and all
damages, losses, liabilities and expenses, including attorney's fees, which may
be incurred by Sellers as a result of any claims against Sellers by a broker or
other person on the basis of any arrangements or agreements made or alleged to
have been made by Purchaser.
Each party hereto shall pay its own expenses and costs incident to the
preparation of this Agreement and to the consummation of the transactions
contemplated herein.
4.2 Notices. All notices, requests, instructions, or other documents to
be given hereunder shall be in writing and sent by registered mail:
If to Purchaser, to:
Globus International Resources Corp.
2 World Trade Center
New York, New York 10048
Attention: Yury Greene
10
<PAGE>
<PAGE>
with a copy to:
Gerald A. Adler, Esq.
Loselle Greenawalt
Kaplan Blair & Adler
140 East 45th Street
New York, New York 10017
and if to Greene, Pisman and Roth,
to each of them at:
Globus International Resources Corp.
2 World Trade Center
New York, New York 10048
and if to Lebovich, to:
Zoltan Lebovich
2446 East 7th Street
Brooklyn, New York 11235
The parties may change the persons and addresses to which the notices or
other communications are to be sent by giving written notice of any such change
in the manner provided herein for giving notice.
4.3 Jurisdiction. This Agreement shall be controlled, construed and
enforced in accordance with the laws of the State of California.
4.4 Assignment. This Agreement shall not be assignable by either party
without the prior written consent of the other.
4.5 Headings. All paragraph headings herein are inserted for convenience
only. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, which
11
<PAGE>
<PAGE>
together shall constitute one and the same instrument.
4.6 Entire Agreement. This Agreement sets forth the entire understanding
between the parties, there being no terms, conditions, warranties or
representations other than those contained herein and no amendments hereto shall
be valid unless made in writing and signed by the parties hereto.
4.7 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the heirs, executors, administrators and assigns
of Sellers and upon the successors and assigns of the Purchaser.
(THIS SPACE INTENTIONALLY LEFT BLANK)
12
<PAGE>
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
agreement as of the date and year first written above.
Globus International Resources Corp.
By: /s/ Serge Pisman
---------------------------------
Serge Pisman, President
Shuttle International, Ltd.
By: /s/ Yury Greene
---------------------------------
Yury Greene, President
/s/ Yury Greene
---------------------------------
Yury Greene
/s/ Serge Pisman
---------------------------------
Serge Pisman
/s/ Herman Roth
---------------------------------
Herman Roth
/s/ Zoltan Lebovich
---------------------------------
Zoltan Lebovich
13
<PAGE>
<PAGE>
Shuttle International, Ltd.
Shareholders
Name Shares
---- ------
Yury Greene 67
Serge Pisman 66
Herman Roth 66
Zoltan Lebovich 22
Exhibit 1.1
<PAGE>
<PAGE>
Globus International Resources Corp.
Shares to be Issued in Exchange for
Shares of Shuttle International, Ltd.
Shareholders
Name Shares
---- ------
Yury Greene 750,000
Serge Pisman 750,000
Herman Roth 750,000
Zoltan Lebovich 250,000
Exhibit 1.2
<PAGE>
<PAGE>
FILING FEE: $150.00
BY: L.A. LAKERS & ASSOCIATE INC.
806 BUCHANAN, SUITE 102
BOULDER CITY, NEVADA 89005
ARTICLES OF INCORPORATION
OF ROSS CUSTOM ELECTRONICS
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
[illegible]
THE UNDERSIGNED, acting as incorporators, do associate together to establish and
form a pursuant to the laws of the State of Nevada and do certify as
follows:
ARTICLE I
Name: No. 7177-84
The name of the corporation is: ROSS CUSTOM ELECTRONICS.
ARTICLE II
Principal Office:
The principal office of this corporation in the county of Clark, State of
Nevada, shall be located at: 806 Buchanan Blvd. #102, Boulder City, Clark
County, Nevada, and that the resident agent in charge thereof is Lynn Lakers.
Corporate business of every kind and nature may be conducted and meetings of
directors and stockholders held outside the Sate of Nevada the same as in the
State of Nevada.
ARTICLE III
Purpose:
The corporation may engage in any lawful activity.
ARTICLE IV
Capital Stock:
The total authorized capital stock of the corporation shall consist of 200,000
shares of common stock with a par value of $1.00 each.
ARTICLE V
<PAGE>
<PAGE>
Governing Body:
The members of the governing board of the corporation shall be styled Directors
and the number thereof shall not be less than three, except that in case where
all of the shares of the corporation are owned beneficially and of record by
either one or two stockholders, the number of directors may be less than three,
but not less than the number of stockholders. The number of directors may, from
time to time, be increased or decreased in such a manner as shall be provided by
the By-Laws of the corporation, but shall not be decreased to a number less than
the lower of (a) the number of stockholders; or (b), three. The names and post
office addresses of the first Board of Directors, which shall consist of three
persons, and who shall hold office until their successors are duly elected and
qualified, is as follows:
Name Post Office Address
J. D. ROSS 1307 Darlene Way
Boulder City, NV 89005
LYNN A. LAKERS 806 Buchanan Blvd. Suite 102
Boulder City, NV 89005
LAURA S. NELSON 806 Buchanan Blvd. Suite 102
Boulder City, NV 89005
ARTICLE VI
Non-Assessable:
The capital stock of the corporation, after the amount of subscription price or
par value has been paid in, shall not be subject to assessment and not stock
issued as fully paid up shall ever be assessable, or assessed, and the Articles
of Incorporation shall not be amended in this particular.
ARTICLE VII
Incorporators:
The name and post office address of each of the incorporators, being three in
number, signing the Article of Incorporation, is as follows:
<PAGE>
<PAGE>
Name Post Office Address
J. D. ROSS 1307 Darlene Way
Boulder City, NV 89005
LYNN A. LAKERS 806 Buchanan Blvd. Suite 102
Boulder City, NV 89005
LAURA S. NELSON 806 Buchanan Blvd. Suite 102
Boulder City, NV 89005
ARTICLE VIII
Term:
The corporation shall have perpetual existence.
DATED this 23rd day of October, 1984.
/s/ J. D. Ross
-----------------------------------
J. D. ROSS
/s/ Lynn A. Lakers
-----------------------------------
LYNN A. LAKERS
/s/ Laura S. Nelson
-----------------------------------
LAURA S. NELSON
<PAGE>
<PAGE>
STATE OF NEVADA )
)ss:
COUNTY OF CLARK )
On this 23rd day of October, 1984, personally appeared before me, a
Notary Public in and for said County and State, J.D. ROSS, LYNN A. LAKERS, and
LAURA A. NELSON, known to me to be the persons described in and who executed the
foregoing instrument, and who severally acknowledged to me that they executed
the same freely and voluntarily and for the uses and purpose therein mentioned.
WITNESS my hand and official seal the day and year above first written.
MARY E. WITTI
Notary Public State of Nevada /s/ Mary E. Witti
[SEAL] CLARK COUNTY --------------------------
By Appointment Expires Mar. 2 1987 NOTARY PUBLIC
<PAGE>
<PAGE>
7177-84
$15.00
FILED
JAN 03 1992
SECRETARY OF STATE
CERTIFICATE OF RESOLUTION TO CHANGE THE RESIDENT AGENT AND/OR
CHANGE OF LOCATION OF PRINCIPAL OFFICE
Ross Custom Electronics, Inc.
-----------------------------------------------------
NAME OF CORPORATION
RESOLVED, that the resident agent and location of principal office was:
Resident Agent L.A. Lakers & Associates
------------------------------------------------------------
Street No. 1557 Foothill Dr A102
----------------------------------------------------------------
City or Town Boulder City , Nevada 89005
------------------------------------------- ---------
Zip
THE ABOVE IS HEREBY CHANGED TO:
Resident Agent J.D. Ross 38543
------------------------------------------------------------
Street No. 1309 Oak Tree Ln
----------------------------------------------------------------
City or Town Las Vegas , Nevada 89108
------------------------------------------- ---------
Zip
Resolved, That the President (or Vice-President) and Secretary (or
Assistant Secretary) of this corporation be, and they are hereby, instructed to
certify and file a copy of this resolution in the office of the Secretary of
State of Nevada.
WE, the undersigned, President (or Vice-President) and Secretary (or
Assistant Secretary) of the above named corporation, hereby certify that the
above and foregoing resolutions and/or resolution were duly adopted by the Board
of Directors at a meeting held on the 24th day of December, 1991.
/s/ J. D. Ross /s/ [signature illegible]
- ------------------------------------- -------------------------------------
President (or Vice-President) Secretary (or Assistant Secretary)
[STAMP ILLEGIBLE]
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT FOR OFFICE USE ONLY
BY RESIDENT AGENT
Filed (Date)__________________
I, /s/ J.D. Ross (J.D. Ross), hereby accept ______________________________
the appointment as Resident Agent of the ______________________________
above named corporation. _____________________________
_________________________(RA)
Date 12/24/91 /s/ J.D. Ross NOTE--Fee $15.00 for
---------- --------------------------- filing resolution.
Signature of Resident Agent (NRS 78.785(1) and 78.110)
File With Secretary of State
Capitol Complex, Carson City, NV 89710
<PAGE>
<PAGE>
7177-84
CERTIFICATE OF RESOLUTION TO CHANGE THE RESIDENT AGENT AND/OR
CHANGE OF LOCATION OF PRINCIPAL OFFICE
Ross Custom Electronics
-----------------------------------------------------
NAME OF CORPORATION
RESOLVED, that the resident agent and location of principal office was:
Resident Agent James D. Ross
------------------------------------------------------------
Street No. 1309 Oak Tree Lane
----------------------------------------------------------------
City or Town Las Vegas , Nevada 89108
------------------------------------------- ---------
Zip
THE ABOVE IS HEREBY CHANGED TO:
Resident Agent Donald C. Bradley 37569
------------------------------------------------------------
Street No. 7551 West Charleston #35
----------------------------------------------------------------
City or Town Las Vegas, NV , Nevada 89117
------------------------------------------- ---------
Zip
Resolved, That the President (or Vice-President) and Secretary (or
Assistant Secretary) of this corporation be, and they are hereby, instructed to
certify and file a copy of this resolution in the office of the Secretary of
State of Nevada.
WE, the undersigned, President (or Vice-President) and Secretary (or
Assistant Secretary) of the above named corporation, hereby certify that the
above and foregoing resolutions and/or resolution were duly adopted by the Board
of Directors at a meeting held on the 1st day of November, 1994.
/s/ Donald C. Bradley, President /s/ Shaun Hadley
- ------------------------------------- --------------------------------------
President (or Vice-President) Secretary (or Assistant Secretary)
RECEIVED
MAR 22 1995
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE STATE OF NEVADA
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT FOR OFFICE USE ONLY
BY RESIDENT AGENT
Filed (Date)___________________
I, Donald C. Bradley, hereby accept _______________________________
the appointment as Resident Agent of the _______________________________
above named corporation _______________________________
_________________________(RA)
Date Nov 1st, 1995 /s/ Donald C. Bradley NOTE--Fee $15.00 for
---------- --------------------------- filing resolution.
Signature of Resident Agent (NRS 78.785(1) and 78.110)
File With Secretary of State
Capitol Complex, Carson City, NV 89710
<PAGE>
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 22 1995
7177-84
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER ISSUANCE OF STOCK)
ROSS CUSTOM ELECTRONICS
----------------------------------------------
Name of Corporation
We the undersigned Donald C. Bradley President and
----------------------------------------------------
President or Vice President
Shaun Hadley Secretary of ROSS CUSTOM ELECTRONICS
- ------------------------------------- ---------------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened
and held on the 1st day of November, 1994, adopted a resolution to amend
the original articles as follows:
Article IV is hereby amended to read as follows:
The total Authorized Common shares shall be 50,000,000 Fifty Million, at a
par of .001 per share, that the present 200,000 shares of issued and
outstanding be forward split 10 for one, making a total of 2,000,000 Two
Million shares issued and outstanding.
The 2,000,000 shares issued and outstanding is encluded in the total of the
50,000,000 authorized capital common shares, at a par of .001 per share.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation are 200,000; that the said change(s)
and amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
/s/ Donald C. Bradley President
---------------------------------------
President or Vice President
/s/ Shaun Hadley
---------------------------------------
Secretary or Assistant Secretary
State of Nevada )
----------------------------- ) ss.
County of Clark )
----------------------------
On March 21, 1995 , personally appeared before me, a Notary
Public, ---------------------------
Donald C. Bradley and Shaun Hadley
- ------------------------------------------------------------------------------
(Names of persons appearing and signing document.)
who acknowledged that they executed the above instrument.
/s/ Amanda Bradley
---------------------------------------
Signature of Notary
NOTARY PUBLIC
STATE OF NEVADA
COUNTY OF CLARK
AMANDA BRADLEY
MY APPOINTMENT EXPIRES MAY 2, 1995
<PAGE>
<PAGE>
C68726
E78963
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAY 24 1995
NO. 7177-84
/s/ DEAN HELLER
-------------------------------
DEAN HELLER, SECRETARY OF STATE
ARTICLES & PLAN OF MERGER
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
(A DELAWARE CORPORATION)
INTO
ROSS CUSTOM ELECTRONIC, A Nevada Corporation
as the surviving corporation with the name change to
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
CERTIFICATE OF MERGER, dated 16th day of May, 1995, between Globus Food
Systems International Corp, a Delaware Corporation, and all the Directors
thereof, and Ross Custom Electronics, a Nevada Corporation, and all of the
Directors thereof, the two corporations being hereinafter sometimes called the
'Constituent Corporations'.
WHEREAS, The Board of Directors deems it advisable and generally to the
welfare of Globus Food Systems International Corp., a Delaware Corporation, that
the corporation merger to be effected pursuant to the statutes of the State of
Nevada and have been approved and authorized the form of certificate of merger.
WHEREAS, Globus Food Systems International Corp., is a Corporation duly
organized under the laws of the State of Delaware, having been incorporated
January 5, 1995, having authorized capital of Fifty Million (50,000,000) shares
of common stock with a $.001 per value.
WHEREAS, Ross Custom Electronics is a Corporation duly organized under the
laws of the State of Nevada, having been incorporated October 24, 1984, having
authorized capital of Fifty Million (50,000,000) shares of common stock with a
$.001 par value.
WHEREAS, The laws of the State of Nevada permit such a merger, and The
Constituent Corporations desire to merge pursuant to the provisions of the laws
of their respective state;
NOW THEREFORE, In consideration of the promises and of the mutual
agreements and covenants herein contained, it is certified that Globus Food
Systems International Corp, a Delaware corporation, is merged into Ross Custom
Electronics, a Nevada corporation, which shall be the Surviving Corporation, and
the terms and conditions of such merger and the mode of carrying it into effect
are and shall be as follows:
1. NAME OF SURVIVING CORPORATION. The name of the Surviving Corporation,
which is sometimes hereinafter referred to as the Surviving Corporation, shall,
from and after the effective date of the merger, be Globus Food Systems
International Corp, a Nevada corporation. The separate existence of Globus Food
System International Corp, shall cease at the effective time of merger, except
insofar
<PAGE>
<PAGE>
7177-84
as it may be continued by law. In order to carry out the purposes of this
Certificate of Merger and except as continued in the Surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION.
Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of Ross Custom Electronics, a Nevada corporation, as
filed.
3. BYLAWS. The bylaws of Ross Custom Electronics, a Nevada corporation at
the effective time of the merger shall be the bylaws of the Surviving
Corporation until altered or replaced as provided therein.
4. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and the Officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the Officers, of Globus Food Systems International Corp, a
Delaware corporation, prior to the effective time of the merger, and such
persons shall serve in such offices, respectively, for the terms provided by law
in the bylaws, or until their respective successors are elected and qualified.
5. AUTHORITY TO CONDUCT BUSINESS. Globus Food Systems International Corp, a
Delaware corporation represents that the corporation is in good standing and is
authorized to do business in Nevada.
The Surviving Corporation, Ross Custom Electronics, a Nevada Corporation,
will conduct such business in Nevada as well as any other State or Country as
represented in the Articles and Bylaws of the Corporation, immediately upon
completion of the merger.
6. CONVERSION OF SHARES. The manner of converting the shares of Globus Food
Systems International Corp, a Delaware corporation, into shares of Ross Custom
Electronics, a Nevada Corporation shall be set forth in this paragraph:
(a) The Manner of converting the shares of Globus Food Systems
International Corp into the shares of Ross Custom Electronics shall be as
follows:
Immediately upon the effective date of the merger each one share
of stock of Globus Food Systems International Corp, outstanding in the
hands of the principals (being all of the shares of Globus Food Systems
International Corp, outstanding) without any action on the part of the
holder thereof, shall automatically become and be converted into common
Stock of Ross Custom Electronics on a share for share basis and each
outstanding certificate representing shares of common stock Globus Food
Systems International Corp, shall be deemed for all corporate purposes
(other than the payment of dividends) to evidence the ownership of the
number of fully paid, non-assessable shares of common stock of Globus
Food Systems International Corp., into such shares of common stock of
Ross Custom Electronics shall have been converted.
<PAGE>
<PAGE>
7177-84
7. RIGHTS OF SHAREHOLDERS. After the effective time of the merger, any
holder of a certificate or certificates which therefore represented shares of
Common Stock of Globus Food Systems International Corp., may but shall not be
required to surrender the same to the Holladay Stock Transfer, Inc., 4350 E.
Camelback Road Suite 100 F Phoenix, Arizona 85018, and shall thereupon be
entitled to receive in exchange therefore a certificate or certificates
representing the number of shares of Common Stock of Ross Custom Electronics
into which the shares of Common Globus Food Systems International Corp, therefor
represented by such certificate or certificates shall been converted.
8. EFFECTIVE DATE OF MERGER. (A) For all purposes of the laws of Nevada,
the Certificate of Merger and the merger herein provided for shall become
effective and the separate existence of Globus Food Systems International Corp,
except insofar as it may be continued by statutes, shall cease as soon as this
Certificate of Merger shall have been adopted, approved, signed, acknowledged in
accordance with the laws of the State of Nevada and certificates of its adoption
and approval shall have been executed in accordance with such laws; and this
Certificate of Merger shall have been filed in the Office of the Department of
State of Nevada.
(B) The Corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of Ross Custom Electronics of Nevada shall
continue unaffected and unimpaired by the merger hereby provided for and
entities, identities, existences, purposes, powers, objects, franchises, rights,
and immunities of Globus Food Systems International Corp, a Delaware
corporation, shall be continued in and merged into Ross Custom Electronics
shall be fully vested therewith.
9. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Certificate is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
at a special shareholder meeting dated May 15th 1995 of the respective entities
at which the shareholders voted as follows:
Corporation: GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
(a Delaware Corporation)
Shares Outstanding: 5,000,000
Voted For: 100%
Voted Against: 0
Corporation: ROSS CUSTOM ELECTRONICS
(a Nevada Corporation)
Shares Outstanding: 2,000,000
Officers & Directors: 3
Total Shareholders: 25
Voted For: 100%
There is one amendment to the Articles of Ross Custom Electronics, a Nevada
Corporation (Article I) the name of the corporation shall be changed to read
Globus Food Systems International Corp, which shall take effect at the time of
this merger. As approved in the minutes of the special meeting dated
RECEIVED
MAY 24 1995
[SECRETARY OF STATE]
<PAGE>
<PAGE>
7177-84
_______, giving the Officer and Directors the power to do this merger and to
change the name if needed.
10. FURTHER ASSURANCES OF TITLE. As when requested by the Surviving Corporation
or by its successors or assigns, Globus Food Systems International Corp, will
execute and deliver or cause to be executed and deliver all such deeds and
instruments and will take or cause to be taken all such further action, as the
Surviving Corporation, Ross Custom Electronics may deem necessary or desirable
in order to vest in and confirm the Surviving Corporation title to and
possession of any property of Globus Food Systems International Corp, acquired
by Ross Custom Electronics of by reason or as a result of the merger herein
provided for and otherwise to carry out the intent and purposes hereof, and the
officers and directors of Globus Food Systems International Corp are fully
authorized in the name of Ross Custom Electronics, or otherwise to take any
and all such action.
11. SERVICE OF PROCESS ON SURVIVING CORPORATION.
(A) Nevada: The Surviving Corporation agrees that it may be served with
process in the State of Nevada in any proceeding for enforcement of any
obligation of Ross Custom Electronics, Nevada, as for the enforcement of any
obligation of the Surviving Corporation arising from the merger, including any
suit or other proceedings to enforce the right of any shareholder as determined
in appraisal proceedings pursuant to the provisions of the General Law of Nevada
and hereby irrevocably appoints the Secretary of State of Nevada, as its agent
to accept service of process in any suit or other proceedings. Copies of such
process shall be mailed to Dean Haller Capital Complex, Carson City, Nevada
89710.
12. SHAREHOLDERS RIGHT TO PAYMENT. The Surviving Corporation agrees that subject
to the provisions of the General Business Corporation Law of the State of
Nevada, it will pay to the shareholders who may be entitled under the provisions
of the above statutes of the law of the State of Nevada as the case may be.
13. ABANDONMENT. This Certificate of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors, at anytime prior to
its adoptions by the shareholders of both of the Constituent Corporation as
provided by law, or (b) by the mutual consent of the Constituent Corporation
acting each by its Board of Directors, at any time after such adoption by its
Board of Directors, at any time after such adoption by such shareholders and
prior to the effective time of the merger. In the event of abandonment of the
Certificate of Merger pursuant to (a) above, notice the Constituent Corporation,
and thereupon, or abandonment pursuant to (b) above, this Certificate of Merger
shall become wholly void and of no effect and there shall be no further
liability or obligations hereunder on the part of either of the Constituent
Corporations of its Board of Directors or Shareholders.
IN WITNESS WHEREOF, each of the Constituent Corporation pursuant to
authority duly granted by its Board of Directors, has caused this Certificate of
Merger to be executed by a majority
<PAGE>
<PAGE>
7177-84
of its Directors and its President and Secretary.
The respective Directors and Officers of the Constituent Corporation do hereby
certify that the above Certificate of Merger was adopted by vote of the
Shareholders of the Constituent Corporation as set forth in the above
Certificate and that said resolution has not been revoked or amended.
GLOBUS FOOD SYSTEMS ROSS CUSTOM ELECTRONICS
INTERNATIONAL CORP. (a Nevada Corporation)
(a Delaware Corporation)
By: /s/ Serge Pisman By: /s/ Donald C. Bradley
------------------------ ---------------------------
President/Director President/Director
By: [signature illegible] By: /s/ Shaun Hadley
------------------------ ---------------------------
Secretary/Director Secretary/Director
By: /s/ Yury Greene By: /s/ ????? Bradley
------------------------ ---------------------------
Director Director
The above Directors represent a majority of the Board of Directors.
STATE OF NEVADA )
) ss
COUNTY OF CLARK )
All parties above personally appeared before me proven to me. to be the
persons whose names are subscribed to the foregoing document, and being duly
sworn, declared the statements therein contained are true and correct. Given
under my hand seal of office this 15 day of May, 1995.
NETTA GIRARD /s/ Netta Girard
[SEAL] Notary Public ------------------------
State of Nevada NOTARY PUBLIC
Clark County
My Appointment Expires Nov. 5, 1997
RECEIVED
9:30
MAY 23 1995
<PAGE>
<PAGE>
7177-84
CERTIFIED COPY OF RESOLUTION
OF
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
(a Delaware Corporation)
We, Serge Pisman, President, Herman Roth, Secretary and Yury Greene,
Treasurer, or (acting Secretary) respectively, of the above-named corporation,
hereby certifies that the following is a true and correct copy of the
resolutions duty adopted by the Board of Directors of said Corporation on the
15th day of May, 1995, whereby written consent of a majority of the Board was
given without the necessity of a meeting and that said resolutions has not been
modified or rescinded and is still in full force and effect:
1. RESOLVED: Globus Food Systems International Corp., shall
merge with Ross Custom Electronics, a Nevada corporation,
forthwith.
2. RESOLVED: The corporation name will be changed from Ross
Custom Electronics to Globus Food Systems International
Corp.
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
(a Delaware Corporation)
/s/ Serge Pisman
--------------------------------------
President/Director
ATTEST:
[signature illegible]
- ----------------------------
Secretary/Director
RECEIVED
9:30
MAY 23 1995
<PAGE>
<PAGE>
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 08 1996
Certificate of Amendment of
Certificate of Incorporation
No. C 7177-84
/s/ DEAN HELLER of
- -----------------
Dean Heller
Secretary of State Globus Food Systems International Corp.
Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter 78,
the undersigned officers do hereby certify:
FIRST: The name of the Corporation is Globus Food Systems International Corp.
SECOND: The Board of Directors of the Corporation at a meeting duly convened
on September 30, 1996 adopted resolutions to amend the Certificate of
Incorporations as follows:
ARTICLE I is hereby amend to read as follows:
"The name of this Corporation is: Globus International Resources Corp."
The Certificate of Incorporation is hereby further amended to add
Article IX as follows:
"ARTICLE IX: There shall be no preemptive rights to acquire any unissued
shares of any class, or any additional shares of any class, to be issued
by reason of any increase of the authorized capital stock of the
Corporation of any class, or bonds, certificates of indebtedness,
debentures, or other securities convertible into such shares."
The number of shares of the Corporation outstanding and entitled to vote on an
amendment to the Certificate of Incorporation are 17,693; the foregoing
amendments have been consented to and approved in writing by shareholders
holding the majority of the voting power.
<PAGE>
<PAGE>
Signed on October 4, 1996
/s/ Serge Pisman
---------------------------------
President
/s/ Herman Roth
---------------------------------
Secretary
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK)
On October 4, 1996, personally appeared before me, a Notary Public, for the
State and County aforesaid, Serge Pisman, as President of Globus Food
Systems International Corp., and Herman Roth, Secretary of Globus Food
Systems International Corp, who acknowledged that they executed the above
instrument.
/s/ MARY GRACE SILEO
-----------------------------
Notary Public
MARY GRACE SILEO
Notary Public, State of New York
No. 24-4890251
Qualified in Kings County
Commission Expire May 31, 1997.
[NOTARIAL SEAL]
<PAGE>
<PAGE>
ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF ???????????????
FILE NUMBER
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP
7177-1984
FOR THE PERIOD OCT 1996 TO 1997. DUE BY OCT 31, 1996.
The Corporation's duly appointed resident agent in
State of Nevada upon whom process can be served is: RA# 37569
- --------------------------------------------------- ---------------------
DONALD C. BRADLEY FOR OFFICE ONLY
7551 W CHARLESTON BLVD STE 35 FILED (DATE)
LAS VEGAS NV 89117
FILED
DEC 02 1996
SECRETARY OF STATE
[ ] IF THE ABOVE INFORMATION IS INCORRECT PLEASE
CHECK THIS BOX AND A CHANGE OF RESIDENT AGENT ADDRESS
FORM WILL BE SENT.
- ---------------------------------------------------- ---------------------
PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND
RETURNING THIS FORM.
1. Include the names and addresses either residence or business for all officers
and directors. A President, Secretary, Treasurer and all Directors must be
named. There must be at least one director. Last year's information has been
reported. If you need to make changes, cross out the incorrect information
and insert the new information above it. An officer must sign the form.
FORMS WILL BE RETURNED IF UNSIGNED.
2. If there are additional directors, add a list of them to this form.
3. Return the completed form with the $85.00 filing fee. A $15.00 penalty
must be added for failure to file this form by the deadline indicated
at the top of this form. An annual list received more than 60 days
before its due date shall be deemed an amended list by the previous year.
4. Please make check payable to the Secretary of State. If you need a receipt,
enclosed a self-addressed stamped envelope. To receive a certified copy,
enclose a copy of this completed form, an additional $10.00 and
appropriate instructions.
5. Return the completed form to Secretary of State, Capitol Complex,
Carson City, NV 89710. (702) 687-5105.
FILING FEE: $85.00 PENALITY: $15.00
Name Title(s)
SERGE PISMAN President
PO BOX #35 #2400
2 World Trade Center
New York, NY 10048
Name Title(s)
HERMAN ROTH Secretary
PO BOX #35 #2400
2 World Trade Center
New York, NY 10048
Name Title(s)
YURY GREENE Treasurer
PO BOX #35
2 World Trade Center
New York, NY 10048
Name Title(s)
Director
PO BOX STREET ADDRESS CITY ST ZIP
Name Title(s)
Director
PO BOX STREET ADDRESS CITY ST ZIP
I hereby certify this annual list.
/s/ YURY GREENE
- ------------------------ Date 11/18/96
X Signature of Officer
<PAGE>
<PAGE>
BYLAWS
OF
Globus International
Resources Corp.
A Nevada Corporation
ARTICLE I
Offices
Section 1. The registered office of this corporation shall be in the
County of Clark, State of Nevada.
Section 2. The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be held at
the registered office of the corporation or at such other place within or
without the State of Nevada as the directors shall determine. Special meetings
of the stockholders may be held at such time and place within or without the
State of Nevada as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing with the
year 1974, shall be held on the 12th day of Nov. each year if not a legal
holiday and, if a legal holiday, then on the next secular day following, or at
such other time as may be set by the Board of Directors from time to time, at
which the stockholders shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
1
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<PAGE>
Incorporation, may be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time and
the place, which may be within or without this State, where it is to be held. A
copy of such notice shall be either delivered personally to or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such meeting
not less than ten nor more than sixty days before such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin to run from the date
upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the
2
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<PAGE>
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall be sufficient to elect directors or to
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of Incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.
Section 8. Each stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.
Section 9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting when required
by the inspectors of election. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not
3
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<PAGE>
so appointed, then by the presiding officer of the meeting.
Section 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of Incorporation
require a greater proportion of voting power to authorize such action in
which case such greater proportion of written consents shall be required.
ARTICLE III
Directors
Section 1. The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 2. The number of directors which shall constitute the whole
board shall be three (3). The number of directors may from time to time be
increased or decreased to not less than one nor more than fifteen by action of
the Board of Directors. The directors shall be elected at the annual meeting of
the stockholders and except as provided in Section 2 of this Article, each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 3. Vacancies in the Board of Directors including those caused
by an increase in the number of directors, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual or a special meeting of the stockholders. The holders of a two-thirds
of the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by vote or at a
meeting called for such purpose or by a written statement
4
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<PAGE>
filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
ARTICLE IV
Meetings of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall be held at
any place within or without the State which has been designated from time to
time by resolution of the Board or by written consent of all members of the
Board. In the absence of such designation regular meetings shall be held at the
registered office of the corporation. Special meetings of the Board may be held
either at a place so designated or at the registered office.
Section 2. The first meeting of each newly elected Board of Directors
shall be held immediately following the adjournment of the meeting of
stockholders
5
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<PAGE>
and at the place thereof. No notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 3. Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by
the Chairman or the President or by any Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States mail
or delivered to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. In case such notice is delivered as
above provided, it shall be so delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal notice to such
director.
Section 5. Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.
Section 6. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call or notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not present signs
a
6
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<PAGE>
written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Section 7. A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.
Section 8. A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided, however, that in the absence
of a quorum, a majority of the directors present at any directors meeting,
either regular or special, may adjourn from time to time until the time fixed
for the next regular meeting of the Board.
ARTICLE V
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of two or more of the directors of the
corporation which, to the extent provided in the resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the corporation and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at
7
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<PAGE>
any meeting and not disqualified from voting may, whether or not they constitute
a quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 3. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
ARTICLE VI
Compensation of Directors
Section 1. The directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE VII
Notices
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation.
8
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<PAGE>
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of
notice or of such consent, provided a quorum was present at such meeting,
the proceedings of said meeting may be ratified and approved and rendered
likewise valid and the irregularity or defect therein waived by a writing
signed by all parties having the right to vote at such meeting; and such
consent or approval of stockholders may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VIII
Officers
Section 1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.
Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall
9
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<PAGE>
choose a Chairman of the Board who shall be a director, and shall choose a
President, a Secretary and a Treasurer, none of whom need be directors.
Section 3. The Board of Directors may appoint a Vice-Chairman of the
Board, Vice-Presidents and one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.
Section 4. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
Section 6. The Chairman of the Board shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 7. The Vice-Chairman shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 8. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the corporation.
He shall execute on behalf of the corporation all instruments requiring such
execution except to the extent the signing and execution thereof shall be
expressly designated by the Board of Directors to some other officer or agent
of the corporation.
10
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Section 9. The Vice-President shall act under the direction of the
President and in the absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The Board of Directors may designate one or more
Executive Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.
Section 10. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
Section 11. The Assistant Secretaries shall act under the direction of
the President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.
Section 12. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the
11
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<PAGE>
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
Section 13. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The Assistant Treasurer in the order of their seniority,
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
ARTICLE IX
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a certificate
signed by the President or a Vice-President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
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Section 2. If a certificate is signed (a) by a transfer agent other than
the corporation or its employees or (2) by a resister other than the corporation
or its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been last or destroyed.
Section. 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and ownership
of shares have been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
Section 5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of any
meeting of
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stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the determination
of the stockholders entitled to notice of and to vote at any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to give such consent, and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote at such meeting, or any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
Section 6. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE X
General Provisions
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute
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discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends or for repairing or maintaining any property of the
corporation or for such other purpose as the directors shall think conducive to
the interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
Section 5. The corporation may or may not have a corporate seal, as may
from time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XI
Indemnification
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in
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connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
ARTICLE XII
Amendments
Section 1. The Bylaws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
the
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CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of (Illegible Handwriting) and
that the foregoing Bylaws consisting of 18 pages, constitute the code of Bylaws
of Globus International Resources Corp., as duly adopted at a regular meeting
of the Board of Directors of the corporation held 18th Nov., 1984.
IN WITNESS WHEREOF I have hereunto subscribed my name this 18th day of
November, 1984.
(Illegible Signature)
------------------------------
Secretary
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<TABLE>
<S> <C> <C>
NUMBER GLOBUS INTERNATIONAL SHARES
GI RESOURCES CORP. SEE REVERSE FOR CERTAIN DEFINITIONS
COMMON STOCK INCORPORATED UNDER THE LAWS CUSIP 379575 10 3
OF THE STATE OF NEVADA
</TABLE>
THIS CERTIFIES THAT
SPECIMEN
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE
COMMON STOCK OF
GLOBUS INTERNATIONAL RESOURCES CORP.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
<TABLE>
<S> <C> <C>
[SPECIMEN GLOBUS INTERNATIONAL RESOURCES CORP. [SPECIMEN
SIGNATURE] CORPORATE SIGNATURE]
SECRETARY SEAL PRESIDENT
1984
NEVADA
</TABLE>
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
TRANSFER AGENT AND REGISTRAR,
BY
AUTHORIZED OFFICER
<PAGE>
<PAGE>
<TABLE>
LEASE AGREEMENT
<S> <C> <C>
A 55-Apartment lease, comprehensive form, rules, PREPARED BY ARNOLD MANDELL, L.L.B. 'c' 1984 BY JULIUS BLUMBERG, INC.,
guaranty, plain English format, 6-84 Publisher, N.Y.C. 10013
</TABLE>
LEASE AGREEMENT
The Landlord and Tenant agree to lease the Apartment for the Term and at the
Rent stated on these terms:
LANDLORD: TENANT:
1616 MERMAID ASSOCIATES GLOBUS FOOD SYSTEMS INTERNATIONAL
- ----------------------------------------- ------------------------------------
Address for Notices 1616 Mermaid Avenue 1616 Mermaid Avenue
--------------------- ------------------------------------
Brooklyn, New York 11224 Brooklyn, New York 11224
- ----------------------------------------- ------------------------------------
Apartment (and terrace, if any) Suite 101 Suite 101
---------- ------------------------------------
Bank
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Lease date: Term 5 years Yearly Rent $12,000
January 1, 1995 ----------------- -------
- ------------------------ beginning January 1, 1995 Monthly Rent $1,000
--------------- ------
ending January 1, 2000 Security $2,000
--------------- ------
- --------------------------------------------------------------------------------
Broker*
- --------------------------------------------------------------------------------
Rider Additional terms on ________ page(s) initialed at the end by the parties
is attached and made a part of this Lease.
1. USE The Apartment must be used only as a private Apartment to live in as the
primary residence of the Tenant and for no other reason. Only a party signing
this Lease may use the Apartment. This subject to Tenant's rights under the
Apartment Sharing Law and to limits on the number of people who may legally
occupy an Apartment of this size.
2. FAILURE TO GIVE POSSESSION Landlord shall not be liable for failure to give
Tenant possession of the Apartment on the beginning date of the Term. Rent shall
be payable as of the beginning of the Term unless Landlord is unable to give
possession. Rent shall then be payable as of the date possession is available.
Landlord must give possession within a reasonable time, if not, Tenant may
cancel and obtain a refund of money deposited. Landlord will notify Tenant as to
the date possession is available. The ending date of the Term will not
change.
3. RENT, ADDED RENT The rent payment for each month must be paid on the first
day of that month at Landlord's address. Landlord need not give notice to pay
the rent. Rent must be paid in full without deduction. The first month's rent is
to be paid when Tenant signs this Lease. Tenant may be required to pay other
charges to Landlord under the terms of this Lease. They are called "added rent."
This added rent will be billed and is payable as rent, together with the next
monthly rent due. If Tenant fails to pay the added rent on time, Landlord shall
have the same rights against Tenant as if Tenant failed to pay rent.
4. NOTICES Any bill, statement or notice must be in writing. If to Tenant, it
must be delivered or mailed to the Tenant at the Apartment. If to Landlord it
must be mailed to landlord's address. It will be considered delivered on the day
mailed or if not mailed, when left at the proper address. A notice must be sent
by certified mail. Each party must accept and claim the notice given by the
other. Landlord must notify Tenant if Landlord's address is changed.
5. SECURITY Tenant has given security to Landlord in the amount stated above.
The security has been deposited in the Bank named above and delivery of this
Lease is notice of the deposit. If the Bank is not named, Landlord will notify
Tenant of the Bank's name and address in which the security is deposited.
If Tenant does not pay rent or added rent on time, Landlord may use the
security to pay for rent and added rent then due. If Tenant fails to timely
perform any other term in this Lease, Landlord may use the security for payment
of money Landlord may spend, or damages Landlord suffers because of Tenant's
failure. If the Landlord uses the security Tenant, shall, upon notice from the
Landlord, send to landlord an amount equal to the sum used by landlord. That
amount is due, when billed, as rent. At all times Landlord is to have the amount
of security stated above.
If Tenant fully performs all terms of this Lease, pays rent on time and
leaves the Apartment in good condition on the last day of the Term, then
Landlord will return the security being held.
If Landlord sells or leases the Building, Landlord may give the security to
the buyer or lessee. In that event Tenant will look only to the buyer or lessee
for the return of the security and Landlord will be deemed released. The
Landlord may use the security as stated in this section. Landlord may put the
security in any place permitted by law. Tenant's security will bear interest
only if required by law. Landlord will give Tenant the interest when Landlord is
required to return the security to Tenant. Any interest returned to Tenant will
be less the sum Landlord is allowed to keep for expenses. Landlord need not give
Tenant interest on the security if Tenant is in default.
6. SERVICES Landlord will supply: (a) heat as required by law, (b) hot and cold
water for bathroom and kitchen sink, (c) use of elevator, if any, and (d)
cooling if central air conditioning is installed. Landlord is not required to
install air-conditioning. Stopping or reducing of service(s) will not be reason
for Tenant to stop paying rent, to make a money claim or to claim eviction.
Tenant may enforce its rights under the warranty of habitability. Damage to the
equipment or appliances supplied by Landlord, caused by Tenant's act or neglect,
may be repaired by Landlord at Tenant's expense. The repair cost will be added
rent.
Tenant must pay for all electric, gas, telephone and other utility
services used in the Apartment and arrange for them with the public utility
company. Tenant must not use a dishwasher, washing machine, dryer, freezer,
heater, ventilator, air cooling equipment or other appliance unless installed
by Landlord or with Landlord's written consent. Tenant must not use more
electric than the wiring or feeders to the Building can safely carry.
Landlord may stop service of the plumbing, heating, elevator, air cooling
or electrical systems, because of accident, emergency, repairs, or changes until
the work is complete.
If Landlord wants to change a person operated elevator to an automatic
elevator. Landlord may stop service on 10 days' notice. Landlord will then have
a reasonable time to begin installation of an automatic type elevator.
7. ALTERATION Tenant must obtain Landlord's prior written consent to install
any panelling, flooring, "built in" decorations, partitions, railings, or
make alterations or to paint or wallpaper the Apartment. Tenant must not change
the plumbing, ventilating, air conditioning, electric or heating systems. If
consent is given, the alterations and installations shall become the property
of Landlord when completed and paid for. They shall remain with and as part of
the Apartment at the end of the Term. Landlord has the right to demand that
Tenant remove the alterations and installations before the end of the Term.
The demand shall be by notice, given at lease 15 days before the end of the
Term. Tenant shall comply with the demand at Tenant's own cost. Landlord is
not required to do or pay for any work unless stated in this Lease.
If a lien is filed on the Apartment or Building for any reason relating to
Tenant's fault, Tenant must immediately pay or bond the amount stated in the
Lien. Landlord may pay or bond the lien if Tenant fails to do so within 20 days
after Tenant has notice about the Lien. Landlord's cost shall be added rent.
8. REPAIRS Tenant must take good care of the Apartment and all equipment and
fixtures in it. Landlord will repair the plumbing, heating and electrical
systems. Tenant must, at Tenant's cost, make all repairs and replacements
whenever the need results from Tenant's act or neglect. If Tenant fails to
make a needed repair or replacement, Landlord may do it. Landlord's reasonable
expense will be added rent.
9. FIRE, ACCIDENT, DEFECTS, DAMAGE Tenant must give Landlord prompt notice of
fire, accident, damage or dangerous or defective condition. If the Apartment
can not be used because of fire or other casualty, Tenant is not required to
pay rent for the time the Apartment is unusable. If part of the Apartment can
not be used, Tenant must pay rent for the usable part. Landlord shall have the
right to decide which part of the Apartment is usable. Landlord need only
repair the damaged
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part of the Apartment. Landlord is not required to repair or replace any
fixtures, furnishing or decorations by only equipment that is originally
installed by Landlord. Landlord is not responsible for delays due to settling
insurance claims, obtaining estimates, labor and supply problems or any other
cause not fully under Landlord's control.
If the apartment can not be used, Landlord has 30 days to decide whether to
repair it. Landlord's decision to repair must be given by notice to Tenant
within 30 days of the fire or casualty. Landlord shall have a reasonable time to
repair. In determining what is a reasonable time, consideration shall be given
to any delays in receipt of insurance settlements, labor trouble and causes not
within Landlord's control. If Landlord fails to give Tenant notice of its
decision within 30 days, Tenant may cancel the lease as of the date of the fire
or casualty. The cancellation shall be effective only if it is given before
Landlord begins to repair or before Landlord notifies Tenant of its decision to
repair. If the fire or other casualty is caused by an act or neglect of Tenant
or guest of Tenant all repairs will be made at Tenant's expense and Tenant must
pay the full rent with no adjustment. The cost of the repairs will be added
rent.
Landlord has the right to demolish, rebuild or renovate the Building if
there is substantial damage by fire or other casualty. Even if the Apartment is
not damaged, Landlord may cancel this Lease within 30 days after the substantial
fire or casualty by giving Tenant notice of Landlord's intention to demolish,
rebuild or renovate. The Lease will end 30 days after Landlord's cancellation
notice to Tenant. Tenant must deliver the Apartment to Landlord on or before the
cancellation date in the notice and pay all rent due to the date of the fire or
casualty. If the Lease is cancelled Landlord is not required to repair the
Apartment or Building. The cancellation does not release Tenant of liability in
connection with the fire or casualty. This section is intended to replace the
terms of New York Real Property Law Section 227.
10. LIABILITY Landlord is not liable for loss, expense, or damage to any
person or property, unless due to Landlord's negligence. Landlord is not
liable to Tenant for permitting or refusing entry of anyone into the Building.
Tenant must pay for damages suffered and reasonable expenses of Landlord
relating to any claim arising from any act or neglect of Tenant. If an action
is brought against Landlord arising from Tenant's act or neglect Tenant shall
defend Landlord at Tenant's expense with an attorney of Landlord's choice.
Tenant is responsible for all acts or neglect of Tenant's family,
employees, guests or invitees.
11. ENTRY BY LANDLORD Landlord may enter the Apartment at reasonable hours
to: repair, inspect, exterminate, install or work on master antennas or other
systems or equipment and perform other work that Landlord decides is necessary
or desirable. At reasonable hours Landlord may show the Apartment to possible
buyers, lenders, or tenants of the entire Building or land. At reasonable hours
Landlord may show the Apartment to possible or new tenants during the last 4
months of the Term. Entry by Landlord must be on reasonable notice except in
emergency.
12. ASSIGNMENT AND SUBLEASE Tenant must not assign all or part of this
Lease or sublet all or part of the Apartment or permit any other person to use
the Apartment. If Tenant does, Landlord has the right to cancel the Lease as
stated in the Tenant's Default section. State law may permit Tenant to sublet
under certain conditions. Tenant must get Landlord's written permission each
time Tenant wants to assign or sublet. Permission to assign or sublet is good
only for that assignment or sublease. Tenant remains bound to the terms of this
lease after a assignment or sublet is permitted, even if Landlord accepts money
from the assignee or subtenant. The amount accepted will be credited toward
money due from Tenant, as Landlord shall determine. The assignee or subtenant
does not become Landlord's tenant. Tenant is responsible for acts and neglect
of any person in the Apartment.
13. SUBORDINATION This Lease and Tenant's rights, are subject and
subordinate to all present and future: (a) leases for the Building or the land
on which it stands, (b) mortgages on the leases or the Building or land, (c)
agreements securing money paid or to be paid by a lender, and (d) terms,
conditions, renewals, changes of any kind and extensions of the mortgages,
leases or lender agreements. Tenant must promptly execute any certificate(s)
that Landlord requests to show that this Lease is so subject and subordinate.
Tenant authorizes Landlord to sign these certificate(s) for Tenant.
14. CONDEMNATION If all of the Apartment or Building is taken or condemned
by a legal authority, the Term, and Tenant's rights shall end as of the date the
authority takes title to the Apartment or Building. If any part of the
Apartment or Building is taken, Landlord may cancel this Lease on notice to
Tenant. The notice shall set a cancellation date not less than 30 days from the
date of the notice. If the Lease is cancelled, Tenant must deliver the
Apartment to Landlord on the cancellation date together with all rent due to
that date. The entire award for any taking belongs to Landlord. Tenant assigns
to Landlord any interest Tenant may have to any part of the award. Tenant shall
make no claim for the value of the remaining part of the Term.
15. CONSTRUCTION OR DEMOLITION Construction or demolition may be performed
in or near the Building. Even if it interferes with Tenant's ventilation, view
or enjoyment of the Apartment it shall not affect Tenant's obligations in this
Lease.
16. TEARING DOWN THE BUILDING If the Landlord wants to tear down the
entire Building, Landlord shall have the right to end this Lease by giving six
(6) months notice to Tenant. If Landlord gives Tenant such notice and such
notice was given to every residential tenant in the Building, then the Lease
will end and Tenant must leave the Apartment at the end of the 6 month period
in the notice.
17. LIABILITY FOR PROPERTY LEFT WITH LANDLORD'S EMPLOYEES Landlord's
employees are not permitted to drive Tenant's cars or care for Tenant's cars
or personal property. Tenant must not leave a car or other personal property
with any of Landlord's employees. Landlord is not responsible for (a) loss,
theft or damage to the property, and (b) injury caused by the property or
its use.
18. PLAYGROUND, POOL, PARKING AND RECREATION AREAS If there is a
playground, pool, parking or recreation area, Landlord may give Tenant
permission to use it. Tenant will use the area at Tenant's own risk and must
pay all fees Landlord charges. Landlord's permission may be cancelled at any
time.
19. TERRACES AND BALCONIES The Apartment may have a terrace or balcony.
The terms of this Lease apply to the terrace or balcony as if part of the
Apartment. The Landlord may make special rules for the terrace and balcony.
Landlord will notify Tenant of such rules.
Tenant must keep the terrace or balcony clean and free from snow, ice,
leaves and garbage and keep all screens and drains in good repair. No cooking
is allowed on the terrace or balcony. Tenant may not keep plants, or install
a fence or any addition on the terrace or balcony. If Tenant does, Landlord has
the right to remove and store them at Tenant's expense.
Tenant is responsible to make all repairs to the terrace or balcony at its
sole expense regardless of the cause and whether or not existing prior to
Tenant's occupancy. Tenant shall maintain the terrace and balcony in good
repair.
20. TENANT'S CERTIFICATE Upon request by Landlord, Tenant shall sign a
certificate stating the following: (1) This Lease is in full force and
unchanged (or if changed, how it was changed); and (2) Landlord has fully
performed all of the terms of this Lease and Tenant has no claim against
Landlord; and (3) Tenant is fully performing all the terms of the Lease and
will continue to do so; (4) rent and added rent have been paid to date; and (5)
any other reasonable statement required by Landlord. The certificate will be
addressed to the party Landlord chooses.
21. CORRECTING TENANT'S DEFAULTS If Tenant fails to timely correct a
default after notice from Landlord, Landlord may correct it at Tenant's
expense. Landlord's costs to correct the default shall be added rent.
22. TENANT'S DUTY TO OBEY LAWS AND REGULATIONS Tenant must, at Tenant's
expense, promptly comply with all laws, orders, rules, requests, and
directions, of all governmental authorities, Landlord's insurers, Board of
Fire Underwriters, or similar groups. Notices received by Tenant from any
authority or group must be promptly delivered to Landlord. Tenant may not do
anything which may increase Landlord's insurance premiums. If Tenant does,
Tenant must pay the increase in premium as added rent.
23. TENANT'S DEFAULT A Landlord must give Tenant written notice of default
stating the type of default. The following are defaults and must be cured by
Tenant with the time stated:
(1) Failure to pay rent or added rent on time, 3 days.
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(2) Failure to move into the Apartment within 15 days after the beginning date
of the Term, 10 days.
(3) Issuance of a court order under which the Apartment may be taken by another
party, 10 days.
(4) Improper conduct by Tenant annoying other tenants, 10 days.
(5) Failure to comply with any other term or Rule in the Lease, 10 days.
If Tenant fails to cure the default in the time stated, Landlord may cancel the
Lease by giving Tenant a cancellation notice. The cancellation notice will state
the date the Term will end which may be no less then 10 days after the date of
the notice. On the cancellation date in the notice the Term of this Lease shall
end. Tenant must leave the Apartment and give Landlord the keys on or before the
cancellation date. Tenant continues to be responsible as stated in this Lease.
If the default can not be cured in the time stated, Tenant must begin to cure
within that time and continue diligently until cured.
B. If Tenant's application for the Apartment contains any material misstatement
of fact, Landlord may cancel this Lease. Cancellation shall be by cancellation
notice as stated in Section 23.A.
C. If (1) the Lease is cancelled; or (2) rent or added rent is not paid on time;
or (3) Tenant vacates the Apartment, Landlord may, in addition to other
remedies, take any of the following steps: (a) peacefully enter the Apartment
and remove Tenant and any person or property, and (b) use eviction or other
lawsuit method to take back the Apartment.
D. If this Lease is cancelled, or Landlord takes back the Apartment, the
following takes place:
(1) Rent and added rent for the unexpired Term becomes due and payable.
(2) Landlord may relet the Apartment and anything in it. The reletting may be
for any term. Landlord may charge any rent or no rent and give allowances to the
new tenant. Landlord may, at Tenant's expense, do any work Landlord reasonably
feels needed to put the Apartment in good repair and prepare it for renting.
Tenant stays liable and is not released except as provided by law.
(3) Any rent received by Landlord for the re-renting shall be used first to pay
Landlord's expenses and second to pay any amounts Tenant owes under this Lease.
Landlord's expenses include the costs of getting possession and re-renting the
Apartment, including, but not only reasonable legal fees, brokers fees, cleaning
and repairing costs, decorating costs and advertising costs.
(4) From time to time Landlord may bring actions for damages. Delay or failure
to bring an action shall not be a waiver of Landlord's rights. Tenant is not
entitled to any excess of rents collected over the rent paid by Tenant to
Landlord under this Lease.
(5) If Landlord relets the Apartment combined with other space an adjustment
will be made based on square footage. Money received by Landlord from the next
tenant other than the monthly rent, shall not be considered as part of the rent
paid to Landlord. Landlord is entitled to all of it.
If Landlord relets the Apartment the fact that all or part of the next tenant's
rent is not collected does not affect Tenant's liability. Landlord has no duty
to collect the next tenant's rent. Tenant must continue to pay rent, damages,
losses and expenses without offset.
E. If Landlord takes possession of the Apartment by Court order, or under the
Lease, Tenant has no right to return to the Apartment.
24. JURY TRIAL AND COUNTERCLAIMS Landlord and Tenant agree not to use their
right to a Trial by Jury in any action or proceeding brought by either, against
the other, for any matter concerning this Lease or the Apartment. This does not
include actions for personal injury or property damage. Tenant gives up any
right to bring a counterclaim or set-off in any action or proceeding by Landlord
against Tenant on any matter directly or indirectly related to this Lease or
Apartment.
25. NO WAIVER, ILLEGALITY Landlord's acceptance of rent or failure to enforce
any term in this Lease is not a waiver of any of Landlord's rights. If a term in
this Lease is illegal, the rest of this lease remains in full force.
26. INSOLVENCY If (1) Tenant assigns property for the benefit of creditors, or
(2) a non-bankruptcy trustee or receiver of Tenant or Tenant's property is
appointed, Landlord may give Tenant 30 days notice of cancellation of the Term
of this Lease. If any of the above is not fully dismissed within the 30 days,
the Term shall end as of the date stated in the notice. Tenant must continue to
pay rent, damages, losses and expenses without offset. If Tenant files a
voluntary petition in bankruptcy or an involuntary petition in bankruptcy is
filed against Tenant, Landlord may not terminate this Lease.
27. RULES Tenant must comply with these Rules. Notice of new Rules will be given
to Tenant. Landlord need not enforce Rules against other Tenants. Landlord is
not liable to Tenant if another tenant violates these Rules. Tenant receives no
rights under these Rules:
(1) The comfort or rights of other Tenants must not be interfered with. This
means that annoying sounds, smells and lights are not allowed.
(2) No one is allowed on the roof. Nothing may be placed on or attached to fire
escapes, sills, windows or exterior walls of the Apartment or in the hallways
or public areas.
(3) Tenant may not operate manual elevators. Smoking is not permitted in
elevators. Messengers and trade people must only use service elevators and
service entrances. Bicycles are not allowed on passenger elevators.
(4) Tenant must give to Landlord keys to all locks. Doors must be locked at all
times. Windows must be locked when Tenant is out.
(5) Apartment floors must be covered by carpets or rugs. No waterbeds allowed in
Apartments.
(6) Dogs, cats or other animals or pets are not allowed in the Apartment or
Building.
(7) Garbage disposal rules must be followed. Wash lines, vents and plumbing
fixtures must be used for their intended purpose.
(8) Laundry machines, if any, are used at Tenant's risk and cost. Instructions
must be followed.
(9) Moving furniture, fixtures or equipment must be scheduled with Landlord.
Tenant must not send Landlord's employees on personal errands.
(10) Improperly parked cars may be removed without notice at Tenant's cost.
(11) Tenant must not allow the cleaning of the windows or other part of the
Apartment or Building from the outside.
(12) Tenant shall conserve energy.
28. REPRESENTATIONS, CHANGES IN LEASE Tenant has read this Lease. All promises
made by the Landlord are in this Lease. There are no others. This Lease may be
changed only by an agreement in writing signed by and delivered to each party.
29. LANDLORD UNABLE TO PERFORM If due to labor trouble, government order, lack
of supply, Tenant's act or neglect, or any other cause not fully within
Landlord's reasonable control, Landlord is delayed or unable to (a) carry out
any of Landlord's promises or agreements, (b) supply any service required
to be supplied, (c) make any required repair or change in the Apartment or
Building, or (d) supply any equipment or appliances Landlord is required to
supply, this Lease shall not be ended or Tenant's obligations affected.
30. END OF TERM At the end of the Term, Tenant must: leave the Apartment
clean and in good condition, subject to ordinary wear and tear; remove all of
Tenant's property and all Tenant's installations and decorations; repair all
damages to to the Apartment and Building caused by moving; and restore the
Apartment to its condition at the beginning of the Term. If the last day of the
Term is on a Saturday, Sunday or State or Federal holiday the Term shall end on
the prior business day.
31. SPACE "AS IS" Tenant has inspected the Apartment and Building. Tenant
states they are in good order and repair and takes the Apartment as is except
for latent defects.
32. LANDLORD'S WARRANTY OF HABITABILITY Landlord states that the Apartment and
Building are fit for human living and there is no condition dangerous to health,
life or safety.
33. LANDLORD'S CONSENT If Tenant requires Landlord's consent to any act and
such consent is not given, Tenant's only right is to ask the Court for a
declaritory judgment to force Landlord to give consent. Tenant agrees to make
any claim against Landlord for money or subtract any sum from the rent
because such consent was not given.
34. LIMIT OF RECOVERY AGAINST LANDLORD Tenant is limited to Landlord's
interest in the Building for payment of a judgment or other court remedy
against Landlord.
<PAGE>
<PAGE>
35. LEASE BINDING ON This lease is binding on Landlord and Tenant and their
heirs, distributees, executors, administrators, successors and lawful assigns.
36. LANDLORD Landlord means the owner (Buildings or Apartment), or the lessee
of the Building, or a lender in possession. Landlord's obligations end when
Landlord's interest in the (Building or Apartment) is transferred. Any acts
Landlord may do may be performed by Landlord's agents or employees.
37. PARAGRAPH HEADINGS The paragraph headings are for convenience only.
38. FURNISHINGS If the Apartment is furnished, the furniture and other
furnishings are accepted as is. If an inventory is supplied each party shall
have a signed copy. At the end of the Term Tenant shall return the furniture and
other furnishings clean and in good order and repair. Tenant is not responsible
for ordinary wear and damage by the elements.
39. BROKER If the name of a Broker appears in the box at the top of the first
page of this Lease, Tenant states that this is the only Broker that showed the
Apartment to Tenant. If a Broker's name does not appear Tenant states that no
agent or broker showed Tenant the Apartment. Tenant will pay Landlord any money
Landlord may spend if either statement is incorrect.
This lease is renewable for a further five (5) year term at a 9%
increase or an additional $135 per month for each month commencing January 1,
2000, to wit: 1,135 per month commencing January 1, 2000, provided tenant in
writing by certified mail return receipt requested gives landlord at least six
(6) months prior notice, prior to 1/1/2000 Of its intent to renew lease for
another five (5) year term.
SIGNATURES, EFFECTIVE DATE Landlord and Tenant have signed this Lease as of
the above date. It is effective when Landlord delivers to Tenant a copy signed
by all parties.
LANDLORD: TENANT:
[signature illegible] [signature illegible]
___________________________________ _______________________________________
WITNESS: __________________________ _______________________________________
GUARANTY OR PAYMENT Date of Guaranty ____________________19_______
Guarantor and address___________________________________________________________
REASON FOR GUARANTY I know that the Landlord would not rent the
Apartment to the Tenant unless I guarantee Tenant's performance. I have also
requested the Landlord to enter into the Lease with the Tenant. I have a
substantial interest in making sure that the Landlord rents the Premises to the
Tenant.
GUARANTY I guaranty the full performance of the Lease by the Tenant.
This Guaranty is absolute and without any condition. Includes, but is not
limited to, the payment of rent and other money charges.
CHANGES IN LEASE HAVE NO EFFECT This Guaranty will not be affected by
any change in the Lease, whatsoever. This includes, but is not limited to, any
extension of time or renewals. The Guaranty will bind me even if I am not a
party to these changes.
WAIVER OF NOTICE I do not have to be informed about any default by
Tenant. I waive notice of nonpayment or other default.
PERFORMANCE If the Tenant defaults, the Landlord may require me to
perform without first demanding that the Tenant perform.
WAIVER OF JURY TRIAL I give up my right to trial by jury in any claim
related to the Lease or this Guaranty.
CHANGES This Guaranty can be changed only by written agreement signed by
all parties to the Lease and this Guaranty.
<TABLE>
<S> <C>
SIGNATURES GUARANTOR:_______________________________
WITNESS:_________________________________ GUARANTOR'S ADDRESS:_____________________
STATE OF ,( ) COUNTY OF ss.: STATE OF , ( ) COUNTY OF ss.:
On 19 , ( ) before me On 19 , ( ) before me
personally ????? to me known, personally came
who, ????? by me duly sworn, did depose
and say that deponent resides at
deponent is of corporation
described in and which executed, the
foregoing instrument; deponent knows the
seal of said corporation; that the seal
affixed ??????? instrument is such
corporate seal; that it was so affixed to me known to be the individual described
by ???? of the Board of Directors of said in, and who executed the foregoing
corporation; deponent signed deponent's instrument, and acknowledged that he
name thereto by like order. executed the same.
</TABLE>
<PAGE>
<PAGE>
LEASE AGREEMENT
CONSULT YOUR LAWYER BEOFRE SIGNING THIS LEASE -- IT HAS IMPORTANT LEGAL
CONSEQUENCES.
BUSINESS LEASE
THE LANDLORD AND THE TENANT AGREE TO LEASE THE RENTAL SPACE FOR THE TERM
AND AT THE RENT STATED, AS FOLLOWS:
(The words Landlord and Tenant include all landlords and all tenants under this
Lease.)
<TABLE>
<S> <C>
LANDLORD 1616 MERMAID ASSOCIATES TENTANT SHUTTLE INTERNATIONAL INC.
........................................... .........................................
PRINT OR TYPE PRINT OR TYPE
1616 Mermaid Avenue, Brooklyn, N.Y. 1616 Mermaid Avenue
...................................................... .......................................................
11224 RESIDENCE ADDRESS
...................................................... Brooklyn, N.Y. 11224
ZIP .......................................................
.......................................................
</TABLE>
RENTAL SPACE 2nd Floor - Suite No. 2
..................................................................
...............................................................................
...............................................................................
in the BUILDING at 1616 Mermaid Avenue, Brooklyn, N.Y. 11224
...............................................................
ADDRESS
...............................................................................
<TABLE>
<S> <C> <C>
Date of Lease March 1, 1994 19 RENT for the Term is $90,000
Term ................................................ The Rent is payable in advance on the first day of
Beginning March 1, 1994 each month, as follows: $1,500.00
................................................
Ending February 28, 1994 Heat & Water included seven days per week;
Security $3,000.00 (2 months) Air Conditioning included
BROKER. The Landlord and the Tenant recognize ........ Electricity & Garbage collection excluded (Tenant to
N/A make its own provisions for Garbage collection &
..................................................... electricity - i.e. meter) Landlord & Tenant to agree
as the Broker who brought about this Lease. The ..... on signage at time of execution of this lease.
.................. shall pay the Broker's commission.
LIABILITY INSURANCE. Minimum amounts: for each person
injured $300,000, for any one accident $500,000, for
property damage $20,000
MUNICIPAL REAL ESTATE TAXES $ included in rent
BASE YEAR 19 N/A PERCENT OF INCREASE N/A/%
</TABLE>
Use of Rental Space For Executive offices for all lawfull purposes including
importing and exporting.
ADDITIONAL AGREEMENTS This lease is renewable for a further five (5) year term
at a 9% increase or an additional $135 per month for each month commencing March
1, 1999, to wit: $1,635 per month commencing March 1, 1999, provided tenant in
writing by certified mail return receipt requested gives landlord at least six
(6) months prior notice, prior to 2/28/99 of its intent to renew lease for
another five (5) year term.
<TABLE>
<S> <C>
1. Possession and Use 16. No Alterations
2. Delay in Giving of Possession 17. Signs
3. No Assignment or Subletting 18. Access to Rental Space
4. Rent and Additional Rent 19. Fire and Other Casualty
5. Security 20. Eminent Domain
6. Liability Insurance 21. Subordination to Mortgage
7. Unavailability of Fire Insurance, Rate Increases 22. Tenant's Certificate
8. Water Damage 23. Violation, Eviction, Re-entry and Damages
9. Liability of Landlord and Tenant 24. Notices
10. Real Estate Taxes 25. No Waiver
11. Acceptance of Rental Space 26. Survival
12. Quiet Enjoyment 27. End of Term
13. Utilities and Services 28. Binding
14. Tenant's Repairs, Maintenance, and Compliance 29. Full Agreement
15. Landlord's Repairs and Maintenance
</TABLE>
<PAGE>
<PAGE>
1. POSSESSION AND USE
The Landlord shall give possession of the Rental Space to the Tenant for
the Term. The Tenant shall take possession of and use the Rental Space for the
purpose stated above. The Tenant may not use the Rental Space for any other
purpose without the written consent of the Landlord.
The Tenant shall not allow the Rental Space to be used for any unlawful
or hazardous purpose. The Tenant is satisfied that the Rental Space is zoned for
the Use stated. The Tenant shall obtain any necessary certificate of occupancy
or other certificate permitting the Tenant to use the Rental Space for that Use.
The Tenant shall not use the Rental Space in any manner that results in
(1) an increase in the rate of fire or liability insurance or (2) cancellation
of any fire or liability insurance policy on the Rental Space. The Tenant shall
comply with all requirements of the insurance companies insuring the Rental
Space. The Tenant shall not abandon the Rental Space during the Term of this
Lease or permit it to become vacant for extended periods.
2. DELAY IN GIVING OF POSSESSION
This paragraph applies if (a) the Landlord cannot give possession of the
Rental Space to the Tenant on the beginning date and (b) the reason for the
delay is not the Landlord's fault. The Landlord shall not be held liable for the
delay. The Landlord shall then have 30 days in which to give possession. If
possession is given within that time, the Tenant shall accept possession and pay
the Rent from that date. The ending date of the Term shall not change. If
possession is not given within that time this Lease may be cancelled by either
party on notice to the other.
3. NO ASSIGNMENT OR SUBLETTING
The Tenant may not do any of the following without the Landlord's
written consent: (a) assign this Lease (if the Tenant is a corporation, the sale
of a majority of its shares shall be treated as an assignment), (b) sublet all
or any part of the Rental Space or (c) permit any other person or business to
use the Rental Space.
4. RENT AND ADDITIONAL RENT
Tenant shall pay the Rent to the Landlord at the Landlord's address.
If the Tenants fails to comply with any agreement in this Lease, the
Landlord may do so on behalf of the Tenant. The Landlord may charge the cost to
comply, including reasonable attorney's fees, to the Tenant as 'additional
rent'. The additional rent shall be due and payable as Rent with the next
monthly Rent payment. Non-payment of additional rent shall give the Landlord the
same rights against the Tenant as if the Tenant failed to pay the Rent.
5. SECURITY
The Tenant has given to the Landlord the Security stated above. The
Security shall be held by the Landlord during the term of this Lease. The
Landlord may deduct from the Security any expenses incurred in connection with
the Tenant's violation of any agreement in this Lease. For example, if the
Tenant does not leave the Rental Space in good condition at the end of the Term,
the Security may be used to put it in good condition. If the amount of damage
exceeds the Security, the Tenant shall pay the additional amount to the Landlord
on demand.
If the Landlord uses the Security or any part of it during the Term, the
Tenant shall on demand pay the Landlord for the amount used. The amount of the
Security is to remain constant throughout the Term. The Security is not to be
used by the Tenant for the payment of Rent. The Landlord shall repay to the
Tenant any balance remaining within a reasonable time after the end of the Term.
The Tenant shall not be entitled to interest on the Security.
If the Landlord's interest in the Rental Space is transferred, the
Landlord shall turn over the Security to the new Landlord. The Landlord shall
notify the Tenant of the name and address of the new Landlord. Notification must
be given within 5 days after the transfer, by registered or certified mail. The
Landlord shall then no longer be responsible to the Tenant for the repayment of
the Security. The new Landlord shall be responsible to the Tenant for the return
of the Security in accordance with the terms of this Lease.
6. LIABILITY INSURANCE
The Tenant shall obtain, pay for, and keep in effect for the benefit of
the Landlord and the Tenant public liability insurance on the Rental Space. The
insurance company and the broker must be acceptable to the Landlord. This
coverage must be in at least the minimum amounts stated above.
All policies shall state that the insurance company cannot cancel or
refuse to renew without at least 10 days written notice to the Landlord.
The Tenant shall deliver the original policy to the Landlord with proof
of payment of the first year's premiums. This shall be done not less than 15
days before the Beginning of the Term. The Tenant shall deliver a renewal policy
to the Landlord with proof of payment not less than 15 days before the
expiration date of each policy.
7. UNAVAILABILITY OF FIRE INSURANCE, RATE INCREASES
If due to the Tenant's use of the Rental Space the Landlord cannot
obtain and maintain fire insurance on the Building in an amount and form
reasonably acceptable to the Landlord, the Landlord may cancel this Lease on 30
days notice to the Tenant. If due to the Tenant's use of the Rental Space the
fire insurance rate is increased, the Tenant shall pay the increase in the
premium to the Landlord on demand.
8. WATER DAMAGE
The Landlord shall not be liable for any damage or injury to any persons
or property caused by the leak or flow of water from or into any part of the
Building.
9. LIABILITY OF LANDLORD AND TENANT
The Landlord shall not be liable for injury or damage to any person or
property unless it is due to the Landlord's act or neglect. The Tenant is liable
for any loss, injury or damage to any person or property caused by the act or
neglect of the Tenant or the Tenant's employees. The Tenant shall defend the
Landlord from and reimburse the Landlord for all liability and costs resulting
from any injury or damage due to the act or neglect of the Tenant or the
Tenant's employees.
10. REAL ESTATE TAXES OMIT
11. ACCEPTANCE OF RENTAL SPACE
The Tenant has inspected the Rental Space and agrees that the Rental
Space is in satisfactory condition. The Tenant accepts the Rental Space 'as is'.
12. QUIET ENJOYMENT
The Landlord has the right to enter into this Lease. If the Tenant
complies with this Lease, the Landlord must provide the Tenant with undisturbed
possession of the Rental Space.
13. UTILITIES AND SERVICES
The Tenant shall arrange and pay for all utilities and services required
for the Rental Space, including the following:
(a) Heat (c) Electric
(b) Hot and cold water (d) Gas
(e) GARBAGE COLLECTION
The Landlord shall pay for the following utilities and services:
HEAT
HOT & COLD WATER
AIR CONDITIONING
The Landlord is not liable for any inconvenience or harm caused by any
stoppage or reduction of utilities and services beyond the control of the
Landlord. This does not excuse the Tenant from paying Rent.
<PAGE>
<PAGE>
14. TENANT'S REPAIRS, MAINTENANCE, AND COMPLIANCE
The Tenant shall:
(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.
(b) Maintain the Rental Space and all equipment and fixtures in it in
good repair and appearance.
(c) Make all necessary repairs to the Rental Space and all equipment
and fixtures in it, except structural repairs.
(d) Maintain the Rental Space in a neat, clean, safe, and sanitary
condition, free of all garbage.
(e) Keep the walks, driveway, parking area, yard, entrances,
hallways, and stairs clean and free from trash, debris, snow and ice.
(f) Use all electric, plumbing and other facilities in the Rental
Space safely.
(g) Use no more electricity than the wiring or feeders to the Rental
Space can safely carry.
(h) Promptly replace all broken glass in the Rental Space.
(i) Do nothing to destroy, deface, damage, or remove any part of the
Rental Space.
(j) Keep nothing in the Rental Space which is inflammable, dangerous
or explosive or which might increase the danger of fire or other casualty.
(k) Promptly notify the Landlord when there are conditions which need
repair.
(l) Do nothing to destroy the peace and quiet of the landlord, other
tenants, or persons in the neighborhood.
(m) Avoid littering in the building or on its grounds.
The Tenant shall pay any expenses involved in complying with the above.
15. LANDLORD'S REPAIRS AND MAINTENANCE
The Landlord shall:
(a) Maintain the public areas, roof and exterior walls in good
condition.
(b) Make all structural repairs unless these repairs are made
necessary by the act or neglect of the Tenant or the Tenant's employees.
(c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees.
(d) Maintain the elevators in the Building, if any.
16. NO ALTERATIONS
The Tenant may not make any changes or additions to the Rental Space
without the Landlord's written consent.* Any changes or additions made without
the Landlord's written consent shall be removed by the Tenant on demand.
All changes or additions made with the Landlord's written consent shall
become the property of the Landlord when completed and paid for by the Tenant.
They shall remain as part of the Rental Space at the end of the Term. The
Landlord may demand that the Tenant remove any changes or additions at the end
of the Term. The Tenant shall promptly pay for all costs of any permitted
changes or additions. The Tenant shall not allow any mechanic's lien or other
claim to be filed against the Building. If any lien or claim is filed against
the Building, the Tenant shall have it promptly removed.
17. SIGNS
The Tenant shall obtain the Landlord's written consent* before placing
any sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations.
18. ILLEGIBLE
The Landlord shall have access to the Rental Space on reasonable notice
to the Tenant to (a) inspect the Rental Space (b) make necessary repairs,
alterations, or improvements, (c) supply services, and (d) show it to
prospective buyers, mortgage lenders, contractors or insurers.
The Landlord may show the Rental Space to rental applicants at
reasonable hours on notice to the Tenant within 6 months before the end of the
Term.
The Landlord may enter the Rental Space at any time without notice to
the Tenant in case of emergency.
19. FIRE AND OTHER CASUALTY
The Tenant shall notify the Landlord at once of any fire or other
casualty in the Rental Space. The Tenant is not required to pay Rent when the
Rental Space is unusable. If the Tenant uses part of the Rental Space, the
Tenant must pay Rent pro-rata for the usable part.
If the Rental Space is partially damaged by fire or other casualty, the
Landlord shall repair it as soon as possible. This includes the damage to the
Rental Space and fixtures installed by the Landlord. The Landlord need not
repair or replace anything installed by the Tenant.
Either party may cancel this Lease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor chosen by the Landlord and the Tenant
will be binding on both parties.
This Lease shall end if the Rental Space is totally destroyed. The
Tenant shall pay Rent to the date of destruction.
If the fire or other casualty is caused by the act or neglect of the
Tenant or the Tenant's employees, the Tenant shall pay for all repairs and all
other damage.
20. EMINENT DOMAIN
Eminent domain is the right of a government to lawfully condemn and take
private property for public use. Fair value must be paid for the property. The
taking occurs either by court order or by deed to the condemning party. If any
part of the Rental Space is taken by eminent domain, either party may cancel
this lease on 30 days notice to the other. The entire payment for the taking
shall belong to the Landlord. The Tenant shall make no claim for the value of
this Lease for the remaining part of the Term.
21. SUBORDINATION TO MORTGAGE
In a foreclosure sale all mortgages which now or in the future affect
the Building have priority over this Lease. This means that the holder of a
mortgage may end this Lease on a foreclosure sale. The Tenant shall sign all
papers needed to give any mortgage priority over this Lease. If the Tenant
refuses, the Landlord may sign the papers on behalf of the Tenant.
22. TENANT'S CERTIFICATE
At the request of the Landlord, the Tenant shall sign a certificate
stating that (a) this Lease has not been amended and is in effect, (b) the
Landlord has fully performed all of the Landlord's agreements in this Lease, (c)
the Tenant has no rights to the Rental Space except as stated in this Lease,
(d) the Tenant has paid all Rent to date, and (e) the Tenant has not paid Rent
for more than one month in advance. The Certificate shall also list all the
property attached to the Rental Space owned by the Tenant.
23. VIOLATION, EVICTION, RE-ENTRY AND DAMAGES
The Landlord reserves a right of re-entry which allows the Landlord to
end this Lease and re-enter the Rental Space if the Tenant violates any
agreement in this Lease. This is done by eviction. Eviction is a court procedure
to remove a tenant. Eviction is started by the filing of a complaint in court
and the service of a summons on a tenant to appear in court. The Landlord may
also evict the Tenant for any one of the other grounds of good cause provided by
law. After a court order of eviction and compliance with the warrant of removal,
the Landlord may re-enter and take back possession of the Rental Space. If the
cause for eviction is non-payment of Rent, notice does not have to be given to
the Tenant before the Landlord
<PAGE>
<PAGE>
files a complaint. If there is any other cause to evict, the Landlord must
give to the Tenant the notice required by law before the Landlord files a
complaint for eviction.
The Tenant is liable for all damages caused by the Tenant's violation of
any agreement in this Lease. This includes reasonable attorney's fees and
costs.
After eviction the Tenant shall pay the Rent for the Term or until the
Landlord re-rents the Rental Space, if sooner. If the Landlord re-rents the
Rental Space for less than the Tenant's Rent, the Tenant shall pay the
difference until the end of the Term. The Tenant shall not be entitled to
any excess resulting from the re-renting. The Tenant shall also pay (a) all
reasonable expenses incurred by the Landlord in preparing the Rental Space
for re-renting and (b) commissions paid to a broker for finding a new tenant.
24. NOTICES
All notices given under this Lease must be in writing. Each party must accept
and claim the notices given by the other. Unless otherwise provided by law,
they may be given by (a) personal delivery, or (b) certified mail, return
receipt requested. Notices shall be addressed to Landlord at the address
written at the beginning of this Lease and to the Tenant at the Rental Space.
25. NO WAIVER
The Landlord's failure to enforce any agreement in this Lease shall not
prevent the Landlord from enforcing the agreement for any violations occurring
at a later time.
26. SURVIVAL
If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.
27. END OF TERM
At the end of the Term the Tenant shall (a) leave the Rental Space clean,
(b) remove all of the Tenant's property, (c) remove all signs and restore that
portion of the Rental Space on which they were placed, (d) repair all damage
caused by moving, and (e) return the Rental Space to the Landlord in the same
condition as it was at the beginning of the Term except for normal wear and
tear.
If the Tenant leaves any property in the Rental Space, the Landlord may
(a) dispose of it and charge the Tenant for the cost of disposal, or (b) keep
it as abandoned property.
28. BINDING
This Lease binds the Landlord and the Tenant and all parties who lawfully
succeed to their rights or take their places.
29. FULL AGREEMENT
The parties have read this Lease. It contains their full agreement. It
may not be changed except in writing signed by the Landlord and the Tenant.
* 30 Every where in this lease where a star (*) appears after "landlords
written consent" this shall mean that such consent of landlord shall not
be unreasonably withheld.
Signatures The Landlord and the Tenant agree to the terms of
this Lease by signing below. If a party is a
corporation, this Lease is signed by its proper
corporate officers and its corporate seal is affixed.
1616 MERMAID ASSOCIATES
Witnessed or attested by: BY: [signature illegible] [SEAL]
-------------------------------
Landlord
SHUTTLE INTERNATIONAL INC
BY: [signature illegible] [SEAL]
- ----------------------------- -------------------------------
As to Landlord Tenant
[SEAL]
-------------------------------
Tenant
[SEAL]
- ----------------------------- -------------------------------
As to Tenant Tenant
STATEMENT OF DIFFERENCES
The copyright symbol shall be expressed as ........................ 'c'
<PAGE>
<PAGE>
INVENTORY PURCHASE AGREEMENT
THIS AGREEMENT, made the 13th day of May, 1996 between FRUIT IMPEX,
S.A., a Panamanian Corporation, having an office at Asylstrasse 81, Zurich,
Switzerland 8032 ("Seller") and GLOBUS FOOD SYSTEMS INTERNATIONAL CORP., a
Nevada corporation having an office at Two World Trade Center, Suite 2400, New
York, New York 10048 ("Buyer").
WITNESSETH:
WHEREAS, Seller has agreed to sell certain paint inventory currently
held in a warehouse located in Garden City, Georgia to Buyer; and
WHEREAS, Buyer has agreed to purchase such inventory from Seller
pursuant to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, the parties agree as follows:
1. ASSETS TO BE CONVEYED
Seller agrees to sell and Buyer agrees to purchase all of the paint
owned by Seller and held by Consolidated Logistics Management, Inc. on Seller's
behalf in Garden City, Georgia, comprised of twenty-eight (28) containers and
having a total value of $2,819,399.50 (AFTER reflecting a 25% price discount
granted by Seller to Buyer), all as set forth on Exhibit "A" attached hereto
(the "Inventory"). Seller agrees to provide warehouse receipts, duly endorsed to
Buyer, representing the Inventory conveyed hereunder, together with all
necessary documentation requested by Buyer to effect the sale of Inventory to
Buyer. Seller agrees to convey the Inventory to Buyer free of all liens and
encumbrances.
2. CONSIDERATION AND PAYMENT TERMS
The purchase price paid by Buyer for the Inventory shall consist of Two
Million, Eight Hundred and Nineteen Thousand, Three Hundred and Ninety-Nine
(2,819,399) shares of Buyer's stock (the "Acquisition Stock"), subject to the
terms and conditions hereinafter provided. For the period beginning on the date
of this Agreement and ending three (3) years thereafter, the Acquisition Stock
shall be held in escrow pursuant to that certain escrow agreement between and
among Seller, Buyer and Yury Greene (the "ESCROW AGENT") executed
contemporaneously with this Agreement (the "Escrow Agreement"), substantially in
the form set forth in Exhibit "B" attached hereto.
Seller acknowledges that the Acquisition Stock to be paid by Buyer
hereunder may be subject to United States federal and state securities laws and
regulations pertaining to the transfer of such shares. Seller has consulted with
its own counsel regarding the impact of any such restrictions on the value and
transferability of the Acquisition Stock and has not relied
<PAGE>
<PAGE>
upon Buyer or Buyer's counsel in making such determinations. Buyer agrees to
assist Seller in removing or mitigating any applicable restrictions in
connection with such stock upon the advice of Seller's counsel to the extent
permitted by applicable law.
3. NO LIABILITIES ASSUMED BY BUYER
Buyer shall not assume any debts, liabilities or obligations of
the Seller and the Seller expressly acknowledges that Buyer has no
responsibility for any debts, liabilities or obligations due to any suppliers or
any other persons in connection with the Inventory or the business of the
Seller. Seller shall pay all warehouse and other storage charges accruing prior
to the closing and to provide a receipt to Buyer at the closing.
4. RIGHT TO REPURCHASE ACQUISITION STOCK
During the period beginning on the date of this Agreement and
ending three (3) years thereafter (the "Repurchase Period"), Buyer may
repurchase all or a portion of the Acquisition Stock from Seller at the price of
One Dollar and Fifty Cents ($1.50) per share (as adjusted on a prorate basis for
any stock splits or other reorganization of Buyer's stock occurring after the
closing). Buyer may exercise the foregoing repurchase right by delivering
written notice to the Seller and written notice together with the requisite
funds to the Escrow Agent within the Repurchase Period. Upon receiving notice,
Seller and Escrow Agent shall arrange for the endorsement and delivery of the
Acquisition Stock to Buyer. After shares are delivered to Buyer, Buyer shall
direct the Escrow Agent to deliver the payment required hereunder to the Seller.
5. CLOSING
The closing shall take place on May 13, 1996, at ten o'clock, A.M.
at the offices of Buyer at the address set forth above, or such other place
designated by Seller and Buyer.
At the closing, Seller shall deliver to Buyer, free and clear of
all liens and encumbrances, negotiable warehouse receipts, duly endorsed to
Buyer, representing the Inventory conveyed hereunder, together with all
necessary documentation requested by Buyer to effect the sale of Inventory to
Buyer. As soon after the closing as the Buyer's stock transfer agent shall make
the Acquisition Stock available to Buyer, Buyer shall deliver the Acquisition
Stock to the Escrow Agent, free and clear of all liens and encumbrances, to be
held by Escrow Agent on behalf of Seller pursuant to the Escrow Agreement. All
transactions at the closing shall be considered to take place simultaneously and
no delivery shall be considered to be made until all transactions are completed.
6. BUYER'S OBLIGATIONS SUBJECT TO THE COMPLETION OF ITS DUE DILIGENCE
Buyer's obligations under this Agreement are subject to Buyer's
completion of its due diligence, including, without limitation, the taking of a
physical inventory and review
2
<PAGE>
<PAGE>
of the warehouse receipts representing the Inventory, at or prior to closing.
If, after performing such review, Buyer determines that the purchase of the
Inventory is not warranted, Buyer at its sole option, upon notice to Seller, may
rescind this Agreement and declare it to be of no further force and effect, in
which event all the terms and provisions of this Agreement shall be deemed null
and void.
7. PAYMENT OF TAXES
Any and all taxes that shall be payable in connection with the
sale or transfer of the Inventory, including income and/or transfer taxes
imposed by any jurisdiction, shall be borne by Seller. Any and all taxes that
shall be payable in connection with the transfer of the Acquisition Stock by
Buyer, including income and/or transfer taxes imposed by any jurisdiction, shall
be home by Buyer.
8. RISK OF LOSS
The risk of loss, damage, or destruction to any of the Inventory
to be conveyed to Buyer under this Agreement shall be borne by Seller until the
time of closing. In the event of any such loss, damage or destruction prior to
closing, Buyer at its sole option, upon notice to Seller, may rescind this
Agreement and declare it to be of no further force and effect, in which event
all the terms and provisions of this Agreement shall be deemed null and void.
9. CONTINUING OBLIGATIONS
From time to time at the request of Buyer, Seller shall execute
and deliver to Buyer such other instruments of conveyance and transfer and take
other actions as Buyer may reasonably require to more effectively convey the
Inventory and warehouse receipts representing such Inventory to Buyer in
accordance with this Agreement. Seller and buyer shall execute any and all
documents, prior to and after the closing date, that are required to implement
the terms and intent of this Agreement.
10. COVENANT NOT TO COMPETE
Seller and its officers, directors and shareholders, agree that
for a period of one (1) year after the date of this Agreement, they will not,
directly or indirectly, own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be connected with, in any
manner, any business engaged in the sale of paint in the Russian Republics.
11. BROKERS
Seller and Buyer acknowledge that Comstat, Inc. has acted as a
finder in connection the sale of Inventory hereunder and shall be paid
compensation in the amount of Twenty Thousand Dollars ($20,000.00) by Buyer for
its services with no obligation whatsoever on the part of Seller. Except for
Comstat, Inc., neither Seller nor Buyer has
3
<PAGE>
<PAGE>
employed any broker, finder or other person or entity in connection with matters
contemplated by this Agreement.
12. REPRESENTATIONS OF SELLER
As an inducement to Buyer to purchase the Inventory, Seller makes
the following representations and warranties:
A. Seller is a corporation duly organized, validly existing and in good
standing under the laws of Switzerland, and has all requisite
corporate power and authority to enter into this Agreement and carry
out and perform the terms and provisions hereof;
B. Seller is the owner of and has good and marketable title to the
Inventory and to the warehouse receipts representing the Inventory,
which warehouse receipts will be endorsed to the Buyer at the
closing;
C. There is not now nor shall there be at the time of closing any
judgments, liens or other encumbrances outstanding against Seller
relating to the Inventory or the warehouse receipts representing the
Inventory.
D. Seller is not and shall not on the date of closing be in default in
the payment of any taxes imposed by any jurisdiction, including,
without limitation, the United States of America, and any city or
municipality thereof, including any withholding, personal property,
sales, use, social security, employment and/or unemployment taxes;
E. Seller has complied with all governmental laws, rules and
regulations, including, without limitation, those imposed by the
government of the United States and any city or municipality thereof
relating to the storage and handling of the Inventory;
F. Seller has not entered into any other Agreement to sell or pledge any
portion of the Inventory or the warehouse receipts representing the
Inventory; and
G. There are no suits, claims or other proceedings in law or equity
pending or to Seller' knowledge threatened against Seller in
connection with the Inventory or the warehouse receipts representing
the Inventory.
13. REPRESENTATIONS OF BUYER
As an inducement to Seller to sell the Inventory, Buyer makes the
following representations and warranties:
4
<PAGE>
<PAGE>
A. Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, United States of America, and has all
requisite corporate power and authority to enter into this Agreement and
carry out and perform the terms and provisions hereof;
B. The Inventory is being purchased for export and will be exported from the
United States. Any Inventory that has not been exported from the United
States prior to November 30, 1996 will be destroyed by Buyer at its sole
cost and expense in accordance with applicable United States environmental
laws and regulations; and
C. The Buyer's stock is publicly traded, over-the-counter on the bulletin
board, in the United States of America.
14. Changes to Representations and Warranties
If there are any changes to Seller's warranties or representations set forth
in this Agreement, Seller shall notify Buyer immediately in writing of such
changes. If there are any changes to Buyer's warranties or representations set
forth in this Agreement, Buyer shall notify Seller immediately in writing of
such changes.
15. Survival of Representations and Warranties and Other Provisions
The representations and warranties of Seller and Buyer in this Agreement and
the provisions of Paragraph 2 (relating to the Escrow Agreement), Paragraph 4
(relating to Buyer's right to repurchase the Acquisition Stock), Paragraph 9
(relating to the continuing obligations) and Paragraph 10 (relating to the
covenant not to compete) shall survive the closing. Seller agrees to defend,
indemnify and hold Buyer, its successors, and assigns harmless from and against
any and all damage or deficiency resulting from any material misrepresentation,
breach of warranty, or nonfulfillment of any agreement on the part of Seller
under this Agreement. Buyer agrees to defend, indemnify, and hold harmless
Seller from and against any and all damage or deficiency resulting from any
material misrepresentation, breach of warranty, or nonfulfillment of any
agreement on the part of Buyer under this Agreement.
16. Notices and Correspondence
All notices and other communications shall be in writing and shall be deemed
to have been duly given if delivered personally or mailed by federal express or
other international overnight carrier to the respective party as follows:
To Seller:
Fruit Impex, S.A.
Asylstrasse 81
Zurich, Switzerland 8032
5
<PAGE>
<PAGE>
Attn.: A. Parlagreco
To Buyer:
Globus Food Systems International Corp.
Two World Trade Center
Suite 2400
New York, New York 10048
Attn.: Serge Pisman
or to any other address as the party to whom notice is to be given may have
previously furnished to the other party in writing as set forth above.
17. GOVERNING LAW
The parties elect that the laws of the State of New York, United States of
America, shall govern the construction of this Agreement and the rights,
remedies, warranties, representations, and provisions hereof without regard to
the principles of conflict of laws. The Parties hereby submit to the
nonexclusive jurisdiction of the courts of the State of New York or, if federal
jurisdiction exists, the United States Court for the Second District located in
New York, and agree not to raise and waive any objection they may have based
upon personal jurisdiction or the venue of such court or forum non conveniens.
The Parties further agree not to bring any action or other proceeding with
respect to this Agreement or with respect to any of their obligations hereunder
in any other court.
18. ASSIGNMENT
Neither Seller nor Buyer may assign its rights or obligations under this
Agreement without the consent of the other party, except that Buyer may assign
its rights and obligations hereunder to any entity of which Buyer has, directly
or indirectly, at least a fifty percent (50%) ownership interest.
19. AMENDMENTS
No change or modification of this Agreement shall be valid unless in writing
and signed by Seller and Buyer. No waiver of any provision of this Agreement
shall be valid unless in writing and signed by the party to be charged.
20. Entire Agreement
This Agreement constitutes the entire agreement and contains all of the
agreements between the parties with respect to this subject matter. This
Agreement supersedes all prior agreements or understandings between the parties
with respect to this subject matter.
6
<PAGE>
<PAGE>
21. SEPARABILITY
The provisions of this Agreement are independent of and severable from each
other, and no provision shall be affected or rendered invalid or unenforceable
if, for any reason, any other provision is invalid or unenforceable in whole or
in part.
22. Headings
The headings in this Agreement are inserted for convenience only and ARE NOT
to be considered in construction of this Agreement's provisions.
23. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
together shall constitute one and the same original document.
IN WITNESS WHEREOF, this Agreement has been executed by Fruit Impex, S.A.
and Globus Food Systems International Corp. on the date first above written.
ATTEST: SELLER:
FRUIT IMPEX, S.A.
[signature illegible] By: /s/ A. Parlagreco
___________________________________ _____________________________________
A. Parlagreco, President
ATTEST: BUYER:
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.
[signature illegible] By: [signature illegible]
___________________________________ _____________________________________
Serge Pisman, President
7
<PAGE>
<PAGE>
ATTACHMENT TO INVENTORY PURCHASE AGREEMENT BETWEEN
FRUIT IMPEX, S.A.,AS "SELLER," AND GLOBUS FOOD SYSTEMS
INTERNATIONAL CORP., AS "BUYER"
EXHIBIT A
[Listing of Inventory]
8
<PAGE>
<PAGE>
Globus Deliveries
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CONT INV QTS PTS CS'S PALLETS GROSS WEIGHT NET WEIGHT VOLUME VOLUME W/S NET
- ------------------------------------------------------------------------------------------------------------------------------------
NO NO QTY QTY QTY QTY LBS KGS LBS KGS CFT CMT VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 001520-01 246 20,426 3,421 28 27,081 12,284 26,101 11,839 790.1 22.4 133,422.64 100,066.98
- ------------------------------------------------------------------------------------------------------------------------------------
2 001521-01 - 20,808 3,468 28 25,751 11,681 24,771 11,236 737.6 20.9 133,379.28 100,034.46
- ------------------------------------------------------------------------------------------------------------------------------------
3 001522-01 1,302 18,384 3,281 28 28,652 12,996 27,672 12,552 743.3 21.0 131,030.70 98,273.03
- ------------------------------------------------------------------------------------------------------------------------------------
4 001523-01 4,673 12,126 2,801 28 25,695 11,655 24,715 11,211 642.9 18.2 125,065.15 93,798.86
- ------------------------------------------------------------------------------------------------------------------------------------
5 001527-01 3,234 14,621 2,973 28 25,415 11,528 24,435 11,083 747.4 21.2 126,659.59 94,994.69
- ------------------------------------------------------------------------------------------------------------------------------------
6 001528-01 2,849 15,493 3,058 28 26,508 12,023 25,525 11,578 749.5 21.2 128,170.50 96,127.88
- ------------------------------------------------------------------------------------------------------------------------------------
7 001529-01 - 20,649 3,459 28 25,812 11,708 24,832 11,283 670.9 19.0 133,001.09 99,750.82
- ------------------------------------------------------------------------------------------------------------------------------------
8 001530-01 2,836 14,757 2,933 28 25,233 11,445 24,253 11,001 722.5 20.5 123,321.05 92,490.79
- ------------------------------------------------------------------------------------------------------------------------------------
9 001542-01 - 20,550 3,425 28 25,640 11,630 24,660 11,185 757.7 22.5 131,725.50 98,794.13
- ------------------------------------------------------------------------------------------------------------------------------------
10 001543-01 - 21,402 3,567 28 27,100 12,292 26,200 11,884 758.7 21.5 137,186.82 102,890.12
- ------------------------------------------------------------------------------------------------------------------------------------
11 001544-01 2,523 15,644 3,089 28 29,648 13,448 26,668 12,096 732.0 20.7 125,836.03 94,377.02
- ------------------------------------------------------------------------------------------------------------------------------------
12 001545-01 8,650 5,295 2,327 28 34,136 15,488 33,186 15,043 795.9 22.5 121,565.45 91,174.09
- ------------------------------------------------------------------------------------------------------------------------------------
13 001546-01 - 21,447 3,621 28 31,082 14,098 30,102 13,654 792.3 22.4 137,475.27 103,106.45
- ------------------------------------------------------------------------------------------------------------------------------------
14 001547-01 - 21,631 3,611 28 26,970 12,233 25,990 11,788 766.8 21.7 138,654.71 103,991.03
- ------------------------------------------------------------------------------------------------------------------------------------
15 001553-01 2,280 19,914 3,699 28 29,642 13,455 28,662 13,000 866.3 24.5 150,745.14 113,058.86
- ------------------------------------------------------------------------------------------------------------------------------------
16 001554-01 2,028 18,566 3,433 28 28,315 12,843 27,335 12,399 800.8 22.6 139,551.70 104,663.78
- ------------------------------------------------------------------------------------------------------------------------------------
17 001555-01 - 20,927 3,489 28 25,774 11,691 24,794 11,246 741.9 12.0 134,142.07 100,606.55
- ------------------------------------------------------------------------------------------------------------------------------------
18 001556-01 - 21,423 3,572 28 26,126 11,850 25,146 11,406 759.4 21.5 137,321.43 102,991.07
- ------------------------------------------------------------------------------------------------------------------------------------
19 001557-01 420 21,292 3,702 28 27,530 12,487 26,550 12,043 784.3 22.2 140,736.32 105,552.24
- ------------------------------------------------------------------------------------------------------------------------------------
20 001558-01 4,941 8,597 2,258 28 21,989 9,932 20,807 9,437 652.2 18.5 105,159.10 78,869.33
- ------------------------------------------------------------------------------------------------------------------------------------
21 001564-01 5,266 12,720 2,999 28 27,679 12,555 26,699 12,110 821.2 23.3 134,879.78 101,159.84
- ------------------------------------------------------------------------------------------------------------------------------------
22 001565-01 3,237 16,730 3,329 28 32,046 14,535 31,066 14,091 820.7 23.2 140,030.11 105,022.58
- ------------------------------------------------------------------------------------------------------------------------------------
23 001566-01 8,664 6,870 2,512 28 30,703 13,926 29,723 13,482 839.6 23.8 131,803.02 98,852.27
- ------------------------------------------------------------------------------------------------------------------------------------
24 001567-01 - 21,948 3,666 28 29,974 13,596 28,994 13,151 778.1 22.0 140,686.68 105,515.01
- ------------------------------------------------------------------------------------------------------------------------------------
25 001569-01 7,680 11,178 3,095 28 32,004 14,516 31,024 14,072 936.2 26.5 149,449.38 112,087.04
- ------------------------------------------------------------------------------------------------------------------------------------
26 001572-01 - 22,389 3,733 30 29,459 13,362 28,409 12,886 793.7 22.5 143,513.49 107,635.12
- ------------------------------------------------------------------------------------------------------------------------------------
27 001573-01 - 22,170 3,699 28 28,840 13,081 27,860 12,637 785.9 22.3 142,109.70 106,582.28
- ------------------------------------------------------------------------------------------------------------------------------------
28 001574-01 - 22,243 3,713 28 29,573 13,414 28,953 12,969 792.4 22.4 142,577.63 106,933.22
- ------------------------------------------------------------------------------------------------------------------------------------
60,829 490,200 91,933 786 784,377 355,752 754,772 342,362 3,759,199.33 2,819,399.50
------- -------- ------- --- -------- -------- -------- -------- ------------- -------------
</TABLE>
Page 1
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 1
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001520-01 INV DATE: APRIL 15, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
======================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C>
34-36373 3208.10.0000 180 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 7N $10.13 $1,823.40
DARK SHADOW BLUE METALLIC
34-39023 3208.10.0000 2880 PT SHER-LAC ACRYLIC LACQUER SERIES GM 74 $6.41 $18,460.80
FLAME RED METALLIC
34-39022 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES GM 63 $6.41 $19,076.16
ORANGE METALLIC
34-39020 3208.10.0000 6912 PT SHER-LAC ACRYLIC LACQUER SERIES GM 13S $6.41 $44,305.92
SILVER METALLIC
34-38995 3208.10.0000 2016 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 526 $6.41 $12,922.56
HOT RED
34-38665 3208.10.0000 2516 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4H5 $6.41 $16,127.56
MEDIUM BROWN METALLIC
34-38633 3208.10.0000 1344 PT SHER-LAC ACRYLIC LACQUER SERIES FORD C2 $6.41 $8,615.04
BRITE RED
34-39337 3208.10.0000 1019 PT SHER-LAC ACRYLIC LACQUER SERIES GM 27 $6.41 $6,531.79
LIGHT BLUE METALLIC
34-35879 3208.10.0000 82 PT SHER-LAC ACRYLIC LACQUER SERIES GM 22 $6.41 $525.62
LIGHT SAPPHIRE BLUE METALLIC
34-35000 3208.10.0000 29 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 040 $6.41 $185.89
SUPER WHITE II
34-34983 3208.10.0000 9 PT SHER-LAC ACRYLIC LACQUER SERIES GM 81 $6.41 $57.69
FLAME RED
34-34875 3208.10.0000 42 PT SHER-LAC ACRYLIC LACQUER SERIES GM 31 $6.41 $269.22
DARK BLUE METALLIC
34-34382 3208.10.0000 72 PT SHER-LAC ACRYLIC LACQUER SERIES GM 25 $6.41 $461.52
LIGHT BLUE METALLIC
34-34382 3208.10.0000 42 QT SHER-LAC ACRYLIC LACQUER SERIES GM 25 $10.13 $425.46
LIGHT BLUE METALLIC
34-34380 3208.10.0000 32 PT SHER-LAC ACRYLIC LACQUER SERIES GM 12 $6.41 $205.12
SILVER METALLIC
34-34380 3208.10.0000 24 QT SHER-LAC ACRYLIC LACQUER SERIES GM 12 $10.13 $243.12
SILVER METALLIC
34-32378 3208.10.0000 34 PT SHER-LAC ACRYLIC LACQUER SERIES GM 21 $6.41 $217.94
LIGHT BLUE METALLIC
34-32377 3208.10.0000 67 PT SHER-LAC ACRYLIC LACQUER SERIES GM 17 $6.41 $429.47
LIGHT SLATE METALLIC
34-31514 3208.10.0000 40 PT SHER-LAC ACRYLIC LACQUER SERIES GM 42 $6.41 $256.40
DARK BLUE
34-30037 3208.10.0000 356 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 3L $6.41 $2,281.96
DARK BLUE METALLIC
- ----------------------------------------------------------------------------------------------------------------------
20672 TOTAL $133,422.64
DISCOUNT $33,355.66
TOTAL DUE $100,066.98
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 2
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001521-01 INV DATE: APRIL 15, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
======================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C>
34-38659 3208.10.0000 2526 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN CGO $6.41 $16,191.66
GOLDEN BROWN METALLIC
34-38658 3208.10.0000 2406 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN B67 $6.41 $15,422.46
SOLAR BLUE METALLIC
34-38639 3208.10.0000 4032 PT SHER-LAC ACRYLIC LACQUER SERIES FORD F1 $6.41 $25,845.12
CRYSTAL METALLIC
34-38638 3208.10.0000 4572 PT SHER-LAC ACRYLIC LACQUER SERIES FORD E2 $6.41 $29,306.52
GARNET METALLIC
34-40840 3208.10.0000 384 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 059 $6.41 $2,461.44
MISTY DAWN METALLIC
34-35635 3208.10.0000 3432 PT SHER-LAC ACRYLIC LACQUER SERIES RENAULT 348 $6.41 $21,999.12
WHITE
34-38634 3208.10.0000 3456 PT SHER-LAC ACRYLIC LACQUER SERIES FORD G7 $6.41 $22,152.96
BRIGHT BLUE METALLIC
- ----------------------------------------------------------------------------------------------------------------------
20808 TOTAL $133,379.28
DISCOUNT $33,344.82
TOTAL DUE $100,034.46
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 3
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001522-01 INV DATE: APRIL 15, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
======================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C>
34-38355 3208.10.0000 2304 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 91 $6.41 $14,768.64
SMOKE METALLIC
34-38635 3208.10.0000 4800 PT SHER-LAC ACRYLIC LACQUER SERIES FORD D1 $6.41 $30,768.00
SILVER METALLIC
34-38829 3208.10.0000 4128 PT SHER-LAC ACRYLIC LACQUER SERIES FORD A8 $6.41 $26,460.48
LIGHT SANDALWOOD METALLIC
34-38572 3208.10.0000 3744 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 6B $6.41 $23,999.04
DRIFTWOOD METALLIC
34-38509 3208.10.0000 1632 PT SHER-LAC ACRYLIC LACQUER SERIES FORD M6352A $6.41 $10,461.12
MEDIUM REGATTA BLUE METALLIC
34-38467 3208.10.0000 1248 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 2H $6.41 $7,999.68
CLARET MICA
34-38357 3208.10.0000 528 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 92 $6.41 $3,384.48
SILVER METALLIC
34-38357 3208.10.0000 1302 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 92 $10.13 $13,189.26
SILVER METALLIC
- ----------------------------------------------------------------------------------------------------------------------
19686 TOTAL $131,030.70
DISCOUNT $32,757.68
TOTAL DUE $98,273.03
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 4
Zurich, Switzerland 8032
INVOICE
INV NO: 001523-01 INV DATE: APRIL 15, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-38356 3208.10.0000 2476 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 49 $10.13 $25,081.88
GRAPHITE METALLIC
34-38355 3208.10.0000 2197 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 91 $10.13 $22,255.61
SMOKE METALLIC
34-38342 3208.10.0000 2496 PT SHER-LAC ACRYLIC LACQUER SERIES GM 53 $6.41 $15,999.36
TALBOT YELLOW
34-38313 3208.10.0000 2304 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA Y49 $6.41 $14,768.64
BARBADOS YELLOW
34-38285 3208.10.0000 2400 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 815 $6.41 $15,384.00
SAPPHIRE BLUE METALLIC
34-38226 3208.10.0000 288 PT SHER-LAC ACRYLIC LACQUER SERIES CHRYSLER PX6 $6.41 $l,846.08
CLASSIC BLACK
34-38225 3208.10.0000 3258 PT SHER-LAC ACRYLIC LACQUER SERIES CHRYSLER PK4 $6.41 $20,883.78
MEDIUM SUEDE METALLIC
34-38113 3208.10.0000 960 PT SHER-LAC ACRYLIC LACQUER SERIES FORD B2 $6.41 $6,153.60
BRITE RED
34-36867 3208.10.0000 324 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH512 $6.41 $2,076.84
POLAR WHITE
34-39034 3208.10.0000 96 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH512Z $6.41 $615.36
POLAR WHITE
- --------------------------------------------------------------------------------------------------------------------------
16799 TOTAL $125,065.15
DISCOUNT $31,266.29
TOTAL DUE $93,798.86
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 5
Zurich, Switzerland 8032
INVOICE
INV NO: 001527-01 INV DATE: APRIL 19, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-37295 3208.10.0000 1698 QT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97GL8 $10.13 $17,200.74
GRAY METALLIC
34-37295 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97GL8 $6.41 $9,845.76
GRAY METALLIC
34-37294 3208.10.0000 1584 QT SHER-LAC ACRYLIC LACQUER SERIE5 CHR AY97GL2 $10.13 $16,045.92
SILVER METALLIC
34-37294 3208.10.0000 1506 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97GL2 $6.41 $9,653.46
SILVER METALLIC
34-37290 3208.10.0000 2400 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PA7 $6.41 $15,384.00
GRAY METALLIC
34-37283 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 9P $6.41 $13,537.92
MAROON METALLIC
34-37282 3208.10.0000 2466 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 8N $6.41 $15,807.06
ROSS QUARTZ METALLIC
34-37281 3208.10.0000 2208 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 78 $6.41 $14,153.28
SHADOW BLUE METALLIC
34-37089 3208.10.0000 641 PT SHER LAC ACRYLIC LACQUER SERIES GM 63 $6.41 $4,108.81
MEDIUM ORANGE METALLIC
34-40886 3208.10.0000 936 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 176 $6.41 $5,999.76
PLATINUM SILVER METALLIC
34-40891 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4J5 $6.41 $4,922.88
BROWN METALLIC
- --------------------------------------------------------------------------------------------------------------------------
17855 TOTAL $126,659.59
DISCOUNT $31,664.90
TOTAL DUE $94,994.69
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 6
Zurich, Switzerland 8032
INVOICE
INV NO: 001528-01 INV DATE: APRIL 19, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-38160 3208.10.0000 3072 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 5C $6.41 $19,691.52
BROWN METALLIC
34-38160 3208.10.0000 2849 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 5C $10.13 $28,860.37
BROWN METALLIC
34-38149 3208.10.0000 1344 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA9221 $6.41 $8,615.04
DARK BROWN METALLIC
34-38137 3208.10.0000 96 PT SHER-LAC ACRYLIC LACQUER SERIES GM 11U $6.41 $615.36
WHITE
34-38134 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES GM 72U $6.41 $4,307.52
MAROON
34-38112 3208.10.0000 2400 PT SHER-LAC ACRYLIC LACQUER SERIES FORD Bl $6.41 $15,384.00
DARK GRAY METALLIC
34-38110 3208.10.0000 2592 PT SHER-LAC ACRYLIC LACQUER SERIES FORD A7 $6.41 $16,614.72
BRITE BLUE METALLIC
34-38109 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES FORD A2 $6.41 $19,076.16
MEDIUM CANYON RED METALLIC
34-38108 3208.10.0000 1890 PT SHER-LAC ACRYLIC LACQUER SERIES FORD A1 $6.41 $12,114.90
SILVER METALLIC
34-37230 3208.10.0000 451 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CV $6.41 $2,890.91
RED METALLIC
- --------------------------------------------------------------------------------------------------------------------------
18342 TOTAL $128,170.50
DISCOUNT $32,042.63
TOTAL DUE $96,127.88
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 7
Zurich, Switzerland 8032
INVOICE
INV NO: 001529-01 INV DATE: APRIL 19, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-37275 3208.10.0000 2016 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 6L $6.41 $12,922.56
DARK SABLE METALLIC
34-37273 3208.10.0000 2208 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 26 $6.41 $14,153.28
MAROON METALLIC
34-37271 3208.10.0000 2226 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 1T $6.41 $14,268.66
DARK TITANIUM METALLIC
34-37270 3208.10.0000 960 PT SHER-LAC ACRYLIC LACQUER SERIES HON NH502M $6.41 $6,153.60
GRAY METALLIC
34-37229 3208.10.0000 1920 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CL $6.41 $12,307.20
DARK DRIFTWOOD METALLIC
34-37227 3208.10.0000 1632 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CJ $6.41 $10,461.12
VIVID RED METALLIC
34-37226 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CE $6.41 $7,384.32
BLUE METALLIC
34-37225 3208.10.0000 1728 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CD $6.41 $11,076.48
BLUE METALLIC
34-37098 3208.10.0000 2491 PT SHER-LAC ACRLIC LACQUER SERIES GM 90 $6.41 $15,967.31
GRAY METALLIC
34-37096 3208.10.0000 3648 PT SHER-LAC ACRYLIC LACQUER SERIES GM 78C $6.41 $23,383.68
MEDIUM ROSEWOOD METALLIC
34-36826 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 426 $6.41 $4,922.88
BRITE BLUE METALLIC
- --------------------------------------------------------------------------------------------------------------------------
20749 TOTAL $133,001.09
DISCOUNT $33,250.27
TOTAL DUE $99,750.82
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 8
Zurich, Switzerland 8032
INVOICE
INV NO: 001530-01 INV DATE: APRIL 19, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=======================================================================================================================
<C> <C> <C> <C> <S> <C> <C> <C>
34-37095 3208.10.0000 2836 QT SHER-LAC ACRYLIC LACQUER SERIES GM 75C $10.13 $28,728.68
MAROON METALLIC
34-37095 3208.10.0000 3420 PT SHER-LAC ACRYLIC LACQUER SERIES GM 75C $6.41 $21,922.20
MAROON METALLIC
34-37085 3208.10.0000 2505 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57C $6.41 $16,057.05
LIGHT BEECHWOOD METALLIC
34-37022 3208.10.0000 1440 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CT $6.41 $9,230.40
DARK CHERRY METALLIC
34-37017 3208.10.0000 1308 PT SHER-LAC ACRYLIC LACQUER SERIES AMC BB $6.41 $8,384.28
LIGHT DRIFTWOOD METALLIC
34-36947 3208.10.0000 2628 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 165 $6.41 $16,845.48
GRAY METALLIC
34-37019 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CB $6.41 $9,845.76
BUFF YELLOW
34-36897 3208.10.0000 1920 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 787 $6.41 $12,307.20
SILVER
- -----------------------------------------------------------------------------------------------------------------------
17593 TOTAL $123,321.05
DISCOUNT $30,830.26
TOTAL DUE $92,490.79
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 9
Zurich, Switzerland 8032
INVOICE
INV NO: 001542-01 INV DATE: APRIL 23, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=======================================================================================================================
<C> <C> <C> <C> <S> <C> <C> <C>
34-36896 3208.10.0000 2400 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 764 $6.41 $15,384.00
CHAMPAGNE GOLD METALLIC
34-36985 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 749 $6.41 $19,076.16
CINNAMON METALLIC
34-36894 3208.10.0000 3048 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 748 $6.41 $19,537.68
MARBLE BEIGE
34-36865 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES HON R61M $6.41 $6,768.96
CHATEAU RED METALLIC
34-36833 3208.10.0000 2688 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 733 $6.41 $17,230.08
SIENNA BROWN METALLIC
34-36832 3208.10.0000 4128 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 728 $6.41 $26,460.48
CRYSTAL BLUE METALLIC
34-36831 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 726 $6.41 $13,537.92
FLARE RED PEARL
34-36829 3208.10.0000 2142 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 656 $6.41 $13,730.22
CHAMPAGNE PEARL
- -------------------------------------------------------------------------------------------------------------------------
20550 TOTAL $131,725.50
DISCOUNT $32,931.38
TOTAL DUE $98,794.13
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 10
Zurich, Switzerland 8032
INVOICE
INV NO: 001543-01 INV DATE: APRIL 23, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=======================================================================================================================
<C> <C> <C> <C> <S> <C> <C> <C>
34-36830 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 673 $6.41 $19,076.16
PLATINUM MIST METALLIC
34-36828 3208.10.0000 1920 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 549 $6.41 $12,307.20
SILVER FROST METALLIC
34 36827 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 514 $6.41 $13,537.92
BLUE SAGE METALLIC
34-36825 3208.10.0000 2688 PT SHER LAC ACRYLIC LACQUER SERIES NISSAN 331 $6.41 $17,230.08
LIGHT BROWNSTONE METALLIC
34-36821 3208 10.0000 3450 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4H2 $6.41 $22,114.50
BROWN METALLIC
34-36808 3208.10.0000 2160 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4G8 $6.41 $13,845.60
BEIGE METALLIC
34-36807 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERUES TOYOTA 164 $6.41 $13,537.92
SILVER METALLIC
34-36432 3208.10.0000 3984 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97HV1 $6.41 $25,537.44
CHESTNUT BROWN METALLIC PU7
- -------------------------------------------------------------------------------------------------------------------------
21402 TOTAL $137,186.82
DISCOUNT $34,296.71
TOTAL DUE $102,890.12
</TABLE>
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 11
Zurich, Switzerland 8032
INVOICE
INV NO: 001544-01 INV DATE: APRIL 23,1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10040 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-37096 3208.10.0000 2462 QT SHER-LAC ACRYLIC LACQUER SERIES GM 78C $10.13 $24,940.06
MEDIUM ROSEWOOD METALLIC
30-85493 3208.10.0000 2257 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PE9 $6.41 $14,467.37
DARK CORDOVAN METALLIC
34-37274 3208.10.0000 2060 PT SHER-LAC ACRYLIC LACQUER SERIES FORD M6263A $6.41 $13,204.60
MEDIUM REGATTA BLUE METALLIC
34-45294 3208.10.0000 2508 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $16,076.28
CAMEL BEIGE
34-41962 3208.10.0000 82 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AJ $6.41 $525.62
ALABASTER
34-37298 3208.10.0000 12 QT SHER-LAC ACRYLIC LACQUER SERIES CHR PM4 $10.13 $121.56
CLARET RED METALLIC
34-37397 3208.10.0000 60 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PM9 $6.41 $384.60
BLACK CHERRY METALLIC
34-37280 3208.10.0000 53 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 7F $6.41 $339.73
TWILIGHT BLUE METALLIC
34-43497 3208.10.0000 1294 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 6D $6.41 $8,294.54
VERMILLION
34-05313 3208.10.0000 110 PT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $6.41 $705.10
BLACK SAPPHIRE METALLIC
34-44124 3208.10.0000 390 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $2,499.90
DARK BRIGHT TEAL METALLIC
34-45507 3208.10.0000 366 PT SHER-LAC ACRYLIC LACQUER SERIES FORD GA $6.41 $2,346.068
MEDIUM AUBERGINE METALLIC
34-35894 3208.10.0000 29 QT SHER-LAC ACRYLIC LACQUER SERIES GM 72 $10.13 $293.77
MEDIUM GARNET RED METALLIC
34-35882 3208.10.0000 64 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA8742 $6.4l $410.24
MEDIUM SAPPHIRE BLUE METALLIC
34-45741 3208.10.0000 135 PT SHER-LAC ACRYLIC LACQUER SERIES GM 88 $6.41 $865.35
DARK PLUM METALLIC
34-45740 3208.10.0000 143 PT SHER-LAC ACRYLIC LACQUER SERIES GM 84 $6.41 $916.63
HAWAIIAN ORCHID METALLIC
34-44086 3208.10.0000 75 PT SHER-LAC ACRYLIC LACQUER SERIES FORD ER $6.41 $480.75
DARK CRANBEMY METALLIC
34-45737 3208.10.0000 221 PT SHER-LAC ACRYLIC LACQUER SERIES GM 69 $6.41 $1,416.61
ROOTBEER METALLIC
34-35816 3208.10.0000 72 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PS8 $6.41 $461.52
CHARCOAL METALLIC
34-35378 3208.10.0000 40 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97EC7 $6.41 $256.40
TWILIGHT BLUE METALLIC
34-35635 3208.10.0000 354 PT SHER-LAC ACRYLIC LACQUER SERIES REN 348 $6.41 $2,269.14
WHITE
34-35320 3208.10.0000 369 PT SHER-LAC ACRYLIC LACQUER SERIES GM 74 $6.41 $2,365.29
FLAME RED METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
13156 SUB-TOTAL $93,641.12
</TABLE>
PAGE 1
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 11
Zurich, Switzerland 8032
INVOICE
INV NO: 001544-01 INV DATE: APRIL 23,1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10040 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-35895 3208.10.0000 112 PT SHER-LAC ACRYLIC LACQUER SERIES GM 76 $6.41 $717.92
DARK GARNET RED METALLIC
34-36356 3208.10.0000 66 PT SHER-LAC ACRYLlC LACQUER SERIES FORD 2D $6.41 $423.06
MEDIUM SCARLET
34-36357 3208.10.0000 56 PT SHER-LAC ACRYLlC LACQUER SERIES FORD 2H $6.41 $358.96
MEDIUM CABERNET
34-37078 3208.10.0000 731 PT SHER-LAC ACRYLIC LACQUER SERIES GM 15C $6.41 $4,685.71
MEDIUM GRAY METALLIC
34-36724 3208.10.0000 15 PT SHER-LAC ACRYLIC LACQUER SERIES GM 87 $6.41 $96.15
GUNMETAL METALLIC
34-33072 3208.10.0000 389 PT SHELLAC ACRYLlC LACQUER SERIES FORD IQ $6.41 $2,493.49
SILVER METALLIC
34-33074 3208.10.0000 54 PT SHER-LAC ACRYLlC LACQUER SERIES GM WA8237 $6.41 $346.14
AUTUMN MAPLE
34-34381 3208.10.0000 106 PT SHER-LAC ACRYLIC LACQUER SERIES GM 15 $6.41 $679.46
MEDIUM GRAY METALLIC
34-34381 3208.10.0000 20 QT SHER-LAC ACRYLIC LACQUER SERIES GM 15 $10.13 $202.60
MEDIUM GRAY METALLIC
34-35866 3208.10.0000 548 PT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $6.41 $3,512.68
DARK SAPPHIRE BLUE METALLIC
34-44042 3208.10.0000 415 PT SHER-LAC ACRYLlC LACQUER SERIES CHR PRF $6.41 $2,660.15
MEDIUM BLUE SATIN METALLIC
34-42596 3208.10.0000 429 PT SHELLAC ACRYLIC LACQUER SERIES GM 45 $6.41 $2,749.89
MEDIUM GREEN METALLIC
34-44041 3208.10.0000 345 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PBD $6.41 $2,211.45
BLUE SATIN GLOW METALLIC
34-44092 3208.10.0000 276 PT SHER-LAC ACRYLIC LACQUER SERIES FORD DD $6.41 $1,769.16
MOCHA FROST METALLIC
34-37019 3208.10.0000 624 PT SHER-LAC ACRYLlC LACQUER SERIES AMC CB $6.41 $3,999.84
BUFF YELLOW
34-36897 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 787 $6.41 $4,922.88
SILVER
34-33938 3208.10.0000 57 PT SHER-LAC ACRYLIC LACQUER SERIES GM 96 $6.41 $365.37
DESERT FROST
- ------------------------------------------------------------------------------------------------------------------------------------
18167 TOTAL $125,836.03
DISCOUNT $31,459.01
TOTAL DUE $94,377.02
</TABLE>
PAGE 2
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 12
Zurich, Switzerland 8032
INVOICE
INV NO: 001545-01 INV DATE: APRIL 23,1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10040 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-36376 3208.10.0000 970 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 77 $10.13 $9,826.10
MEDIUM SHADOW BLUE METALLIC
34-36376 3208.10.0000 1622 PT SHER-LAC ACRYLIC LACQUER SERIES FORD M6181A $6.41 $10,397.02
MEDIUM SHADOW BLUE METALLIC
34-36369 3208.10.0000 1560 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 5W $10.13 $15,802.80
LIGHT TAUPE METALLIC
34-36357 3208.10.0000 1735 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2H $6.41 $11,121.35
MEDIUM CABERNET
34-36358 3208.10.0000 1938 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2N $6.41 $12,422.58
DARK CABERNET METALLIC
34-35905 3208.10.0000 1295 QT SHER-LAC ACRYLIC LACQUER SERIES GM33 $10.13 $13,118.35
LIGHT DRIFTWOOD METALLIC
34-35898 3208.10.0000 1765 QT SHER-LAC ACRYLIC LACQUER SERIES GM 80 $10.13 $17,879.45
LIGHT ROSEWOOD METALLIC
34-38506 3208.10.0000 3060 QT SHER-LAC ACRYLIC LACQUER SERIES GM 24L $10.13 $30,997.80
BRITE BLUE METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
13945 TOTAL $121,565.45
DISCOUNT $30,391.36
TOTAL DUE $91,174.09
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 13
Zurich, Switzerland 8032
INVOICE
INV NO: 001546-01 INV DATE: APRIL 23, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-42568 3208.10.0000 2304 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PT5 $6.41 $14,768.64
MEDIUM TUNDRA METALLIC
34-42032 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES GM 99 $6.41 $7,384.32
DARK SLATE METALLIC
34-42031 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES GM 94 $6.41 $4,922.88
LIGHT ANTELOPE METALLIC
34-42029 3208.10.0000 767 PT SHER-LAC ACRYLIC LACQUER SERIES GM 79 $6.41 $4,916.47
DARK MAPLE METALLIC
34-42026 3208.10.0000 2304 PT SHER-LAC ACRYLIC LACQUER SERIES GM 70C $6.41 $14,768.64
TORCH RED
34-42025 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES GM 70 $6.41 $4,922.88
TORCH RED
34-42024 3208.10.0000 1548 PT SHER-LAC ACRYLIC LACQUER SERIES GM 66 $6.41 $9,922.68
BROWN METALLIC
34-41960 3208.10.0000 2256 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AG $6.41 $14,460.96
RACE YELLOW
34-41929 3208.10.0000 1283 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 916 $6.41 $8,224.03
CHARCOAL GRAY METALLIC
34-41483 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA R70M $6.41 $4,922.88
NAVAJO RED METALLIC
34-41455 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA B49M $6.41 $4,307.52
LAUREL BLUE METALLIC
34-41108 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN TH7 $6.41 $6,768.96
TURQUIOISE BLUE METALLIC
34-41105 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN TH5 $6.41 $4,307.52
CADET BLUE METALLIC
34-41101 3208.10.0000 282 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN KH3 $6.41 $1,807.62
BLACK OBSIDIAN
34-41100 3208.10.0000 1379 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN KH2 $6.41 $8,839.39
CHARCOAL PEARL
34-41096 3208.10.0000 384 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN FG0 $6.41 $2,461.44
SILVER GREEN PEARL
34-38507 3208.10.0000 540 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 9H $6.41 $3,461.40
MEDIUM TITANIUM METALLIC
L10Y3952 3208.10.0000 305 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA5247 $6.41 $1,955.05
WHEATLAND YELLOW
34-37084 3208.10.0000 378 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $2,422.98
LIGHT BEECHWOOD METALLIC
34-44088 3208.10.0000 384 PT SHER-LAC ACRYLIC LACQUER SERIES FORD ER $6.41 $2,461.44
DARK CRANBERRY METALLIC
34-44087 3208.10.0000 709 PT SHER-LAC ACRYLIC LACQUER SERIES FORD KB $6.41 $4,544.69
MEDIUM AMTHYST FROST
34-44047 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PTA $6.41 $4,922.88
SUNFIRE BROWN SATIN GLOW METALLIC
- ----------------------------------------------------------------------------------------------------------------------------------
21447 TOTAL $137,475.27
DISCOUNT $34,368.82
TOTAL DUE $103,106.45
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 14
Zurich, Switzerland 8032
INVOICE
INV NO: 001547-01 INV DATE: APRIL 23, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-40893 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 457 $6.41 $6,768.96
MAHOGANY REARL
34-40889 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 206 $6.41 $6,768.96
BLACK RUBY PEARL
34-40888 3208.10.0000 3552 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 205 $6.41 $22,768.32
SATIN BLACK METALLIC
34-40884 3208.10.0000 1344 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 170 $6.41 $8,615.04
PEWTER PEARL
34-40877 3208.10.0000 156 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 043 $6.41 $999.96
SUPER WHITE III
34-40842 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 039 $6.41 $4,307.52
MAJESTIC BLUE METALLIC
34-40841 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 076 $6.41 $4,922.88
SANDSTONE METALLIC
34-40840 3208.10.0000 732 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 059 $6.41 $4,692.12
MISTY DAWN METALLIC
34-40839 3208.10.0000 192 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 982 $6.41 $1,230.72
ARCTIC WHITE
34-40838 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 955 $6.41 $4,307.52
BERMUDA BLUE METALLIC
34-40836 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 947 $6.41 $4,307.52
MICA RUBY
34-40835 3208.10.0000 1242 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 946 $6.41 $7,961.22
RIO RED
34-40834 3208.10.0000 1081 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 944 $6.41 $6,929.21
PEWTER METALLIC
34-40833 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 943 $6.41 $4,922.88
SLATE METALLIC
34-40212 3208.10.0000 4596 PT SHER-LAC ACRYLIC LACQUER SERIES GM 75 WA9239 $6.41 $29,460.36
BRILLIANT RED METALLIC
34-39795 3208.10.0000 3072 PT SHER-LAC ACRYLIC LACQUER SERIES GM 98 $6.41 $19,691.52
BRITE BLUE METALLIC
- ----------------------------------------------------------------------------------------------------------------------------------
21631 TOTAL $138,654.71
DISCOUNT $34,663.68
TOTAL DUE $103,991.03
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 15
Zurich, Switzerland 8032
INVOICE
INV NO: 001553-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-41089 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN BJ0 $6.41 $4,307.52
AZURE BLUE PEARL
34-41087 3208.10.0000 960 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN BJ6 $6.41 $6,153.60
WINTER BLUE METALLIC
34-41084 3208.10.0000 1728 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN AG3 $6.41 $11,076.48
SAND GRAY METALLIC
34-41081 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 732 $6.41 $6,768.96
DIAMOND BLACK PEARL
34-41080 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 628 $6.41 $6,768.96
LIGHT JADE GRAY METALLIC
34-40996 3208.10.0000 1824 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 6H $6.41 $11,691.84
MELLOW BURGUNDY METALLIC
34-40995 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 2S $6.41 $4,307.52
TRANQUIL BLUE METALLIC
34-40991 3208.10.0000 1506 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 3Q $6.41 $9,653.46
GENTLE MAROON METALLIC
34-40990 3208.10.0000 864 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 3N $6.41 $5,538.24
WARM GRAY METALLIC
34-40989 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 3G $6.41 $4,922.88
SHADOW SILVER METALLIC
34-40987 3208.10.0000 672 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 1S $6.41 $4,307.52
NIAGARA SILVER METALLIC
34-40919 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA YR94M $6.41 $6,768.96
SEATTLE SILVER METALLIC
34-40918 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA YR92M $6.41 $4,922.88
TUSCANY TAUPE METALLIC
34-40917 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA HN531M $6.41 $7,384.32
CHARCOAL GRANITE METALLIC
34-40905 3208.10.0000 1416 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 8G2 $6.41 $9,076.56
ICE BLUE PEARL
34-40904 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 8G1 $6.41 $6,768.96
REGATTA BLUE PEARL
34-40903 3208.10.0000 1056 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 741 $6.41 $6,768.96
TURQUOISE METALLIC
34-40897 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4K2 $6.41 $7,384.32
SABLE MICA
34-40892 3208.10.0000 480 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4J6 $6.41 $3,076.80
LIGHT BROWN METALLIC
34-38507 3208.10.0000 900 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 9H $10.13 $9,117.00
MEDIUM TITANIUM METALLIC
34-38461 3208.10.0000 1380 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 4N $10.13 $13,979.40
WILD STRAWBERRY METALLIC
- ----------------------------------------------------------------------------------------------------------------------------------
22194 TOTAL $150,745.14
DISCOUNT $37,686.29
TOTAL DUE $113,058.86
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 16
Zurich, Switzerland 8032
INVOICE
INV NO: 001554-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-39140 3208.10.0000 4896 PT SHER-LAC ACRYLIC LACQUER SERIES AMC DL $6.41 $31,383.36
SAND METALLIC
34-39114 3208.10.0000 2688 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 43 $6.41 $17,230.08
HUNTER GREEN METALLIC
34-39088 3208.10.0000 932 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PC1 $6.41 $5,974.12
DIAMOND BLUE METALLIC
34-39075 3208.10.0000 2274 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 8S $6.41 $14,576.34
PASTEL ADOBE
34-39071 3208.10.0000 1416 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 4S $6.41 $9,076.56
TITANIUM METALLIC
34-39069 3208.10.0000 732 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2S $6.41 $4,692.12
BRITE CURRENT RED METALLIC
34-39066 3208.10.0000 3036 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 17 $6.41 $19,460.76
TITANIUM METALLIC
34-39024 3208.10.0000 2592 PT SHER-LAC ACRYLIC LACQUER SERIES GM 87 $6.41 $16,614.72
GUNMETAL METALLIC
34-38507 3208.10.0000 1200 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 9H $10.13 $12,156.00
MEDIUM TITANIUM METALLIC
34-36376 3208.10.0000 408 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 77 $10.13 $4,133.04
MEDIUM SHADOW BLUE METALLIC
34-36369 3208.10.0000 420 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 5W $10.13 $4,254.60
LIGHT TAUPE METALLIC
- ----------------------------------------------------------------------------------------------------------------------------------
20594 TOTAL $139,551.70
DISCOUNT $34,887.93
TOTAL DUE $104,663.78
</TABLE>
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 17
Zurich, Switzerland 8032
INVOICE
INV NO: 001555-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-39034 3208.10.0000 288 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH512Z $6.41 $l,845.08
POLAR WHITE
34-37296 3208.10.0000 346 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PM4 $6.41 $2,217.86
CLARET RED METALLIC
34-39021 3208.10.0000 3036 PT SHER-LAC ACRYLIC LACQUER SERIES GM 23 $6.41 $19,460.76
MAUI BLUE METALLIC
34-38698 3208.10.0000 960 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA R67M $6.41 $6,153.60
CHIANTI RED METALLIC
34-38637 3208.10.0000 3744 PT SHER-LAC ACRYLIC LACQUER SERIES FORD El $6.41 $23,999.04
DARK TITANIUM METALLIC
34-38632 3208.10.0000 4800 PT SHER-LAC ACRYLIC LACQUER SERIES FORD B8 $6.41 $30,768.00
MEDIUM SANDALWOOD METALLIC
34-38631 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES FORD B7 $6.41 $19,076.16
DARK SHADOW BLUE METALLIC
34-38507 3208.10.0000 2233 PT SHER-LAC ACRYLIC LACQUER SERIES GM 89 $6.41 $14,313.53
AUTUMN MAPLE METALLIC
34-38472 3208.10.0000 2544 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 1E $6.41 $16,307.04
BAYSIDE BLUE METALLIC
-----------------------------------------------------------------------------------------------------------------------------------
20927 TOTAL $134,142.07
DISCOUNT $33,535.52
TOTAL DUE $100,606.55
</TABLE>
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 18
Zurich, Switzerland 8032
INVOICE
INV NO: 001556-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-38506 3208.10.0000 3038 PT SHER-LAC ACRYLIC LACQUER SERIES GM 24 $6.41 $19,473.58
BRITE BLUE METALLIC
34-38473 3208.10.0000 6918 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 5G $6.41 $44,344.38
PRESTIGE SILVER METALLIC
34-38471 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 1H $6.41 $13,537.92
STEEL GRAY MICA
34-38469 3208.10.0000 1728 PT SHER-LAC ACRYLIC LACQUER SERIES MAZDA 1C $6.41 $11,076.48
SAND GRAY METALLIC
34-38461 3208.10.0000 841 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 4N $6.41 $5,390.81
WILD STRAWBERRY METALLIC
34-38387 3208.10 0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 4H6 $6.41 $13,537.92
MEDIUM BEIGE METALLIC
34-38385 3208.10.0000 1638 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 168 $6.41 $10,499.58
GRAY METALLIC
34-38314 3208.10.0000 1920 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA YR87M $6.41 $12,307.20
LAGUNA GOLD METALLIC
34-38159 3208.10.0000 1116 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA9381 $6.41 $7,153.56
LIGHT SAPPHIRE BLUE METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
21423 TOTAL $137,321.43
DISCOUNT $34,330.36
TOTAL DUE $102,991.07
</TABLE>
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 19
Zurich, Switzerland 8032
INVOICE
INV NO: 001557-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-38310 3208.10.0000 2244 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH526M $6.41 $14,384.04
FLINT BLACK METALLIC
34-38308 3208.10.0000 2208 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA B47M $6.41 $14,153.28
SUPERIOR BLUE METALLIC
34-38287 3208.10.0000 2400 PT SHER-LAC ACRYLIC LACQUER SERIES SUBARU 821 $6.41 $15,384.00
PLATINUM SILVER METALLIC
34-38163 3208.10.0000 2112 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 97 $6.41 $13,537.92
DARK CHESTNUT METALLIC
34-38161 3208.10.0000 2092 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 93 $6.41 $13,409.72
CHESTNUT METALLIC
34-37284 3208.10.0000 2268 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 96 $6.41 $14,537.88
MIDNIGHT TITANIUM METALLIC
34-38136 3208.10.0000 2880 PT SHER-LAC ACRYLIC LACQUER SERIES GM 15 $6.41 $18,460.80
MEDIUM GRAY METALLIC
34-38135 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES GM 81U $6.41 $4,922.88
BRITE RED
34-38119 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES GM 22U $6.41 $7,384.32
LIGHT BLUE METALLIC
34-38118 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES GM 13U $6.41 $9,845.76
SILVER METALLIC
34-37292 3208.10.0000 96 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PG7 AY96CG7 $6.41 $615.36
DARK FOREST GREEN METALLIC
34-37276 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 6W $6.41 $9,845.76
MEDIUM SANDALWOOD
34-38461 3208.10.0000 420 QT SHER-LAC ACRYLlC LACQUER SERIES FORD 4N $10.13 $4,254.60
WILD STRAWBERRY METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
21712 TOTAL $140,736.32
DISCOUNT $35,184.08
TOTAL DUE $105,552.24
</TABLE>
<PAGE>
<PAGE>
Fruit Imptex S.A.
Asylstrasse 81 CONT NO: 20
Zurich, Switzerland 8032
INVOICE
INV NO: 001558-01 INV DATE: APRIL 25, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-38159 3208.10.0000 2743 QT SHER-LAC ACRYLIC LACQUER SERIES GM WA9831 $10.13 $27,786.59
LIGHT SAPPHIRE BLUE METALLIC
34-37284 3208.10.0000 1358 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 96 $10.13 $13,756.54
MIDNIGHT TITANIUM METALLIC
34-37278 3208.10.0000 732 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 63 $6.41 $4,692.12
SANDALWOOD METALLIC
34-37277 3208.10.0000 1500 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 62 $6.41 $9,615.00
MEDIUM SANDALWOOD METALLIC
34-37273 3208.10.0000 768 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 26 $6.41 $4,922.88
MAROON METALLIC
34-37273 3208.10.0000 420 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 2G $10.13 $4,254.60
MEDIUM CABERNET METALLIC
3407100 3208.10.0000 2621 PT SHER-LAC ACRYLIC LACQUER SERIES GM 96 $6.41 $16,800.61
DARK SMOKE METALLIC
34~37091 3208.10.0000 2976 PT SHER-LAC ACRYLIC LACQUER SERIES GM 69 $6.41 $19,076.16
MEDIUM BEECHWOOD METALLIC
34-38461 3208.10.0000 420 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 4N $10.13 $4,254.60
WILD STRAWBERRY METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
13538 TOTAL $105,159.10
DISCOUNT $26,289.78
TOTAL DUE $78,869.33
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 21
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001564-01 INV DATE: APRIL 30, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
======================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
======================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-37099 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES GM 95 $6.41 $9,845.76
BEIGE METALLIC
34-37097 3208.10.0000 3264 PT SHER-LAC ACRYLIC LACQUER SERIES GM 86 $6.41 $20,922.24
ANTELOPE BEIGE
34-37091 3208.10.0000 2187 QT SHER-LAC ACRYLIC LACQUER SERIES GM 69 $10.13 $22,154.31
MEDIUM BEECHWOOD METALLIC
34-37090 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES GM 67 $6.41 $9,845.76
DARK ANTELOPE METALLIC
34-37088 3208.10.0000 2736 PT SHER-LAC ACRYLIC LACQUER SERIES GM 62 $6.41 $17,537.76
LIGHT BEECHWOOD METALLIC
34-37087 3208.10.0000 2659 QT SHER-LAC ACRYLIC LACQUER SERIES GM 59C $10.13 $26,935.67
DARK BEECHWOOD METALLIC
34-37087 3208.10.0000 3648 PT SHER-LAC ACRYLIC LACQUER SERIES GM 59C $6.41 $23,383.68
DARK BEECHWOOD METALLIC
34-38461 3208.10.0000 420 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 4N $10.13 $4,254.60
WILD STRAWBERRY METALLIC
- ----------------------------------------------------------------------------------------------------------------------
17986 TOTAL $134,879.78
DISCOUNT $33,719.95
TOTAL DUE $101,159.84
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 22
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001565-01 INV DATE: APRIL 30, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-37086 3208.10.0000 1233 QT SHER-LAC ACRYLIC LACQUER SERIES GM 59 $10.13 $12,490.29
DARK BEECHWOOD METALLIC
34-37086 3208.10.0000 767 PT SHER-LAC ACRYLIC LACQUER SERIES GM 59 $6.41 $4,916.47
DARK BEECHWOOD METALLIC
34-37084 3208.10.0000 1413 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $9,057.33
LIGHT BEECHWOOD METALLIC
34-37077 3208.10.0000 2226 PT SHER-LAC ACRYLIC LACQUER SERIES GM 12C $6.41 $14,268.66
SILVER METALLIC
34-37020 3208.10.0000 708 PT SHER-LAC ACRYLIC LACQUER SERIES AMC CC $6.41 $4,538.28
DOVE GRAY METALLIC
34-36841 3208.10.0000 1152 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH516M $6.41 $7,384.32
NOBLE SILVER METALLIC
34-33624 3208.10.0000 120 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 1E $6.41 $769.20
SILVER METALLIC
34-31056 3208.10.0000 60 QT SHER-LAC ACRYLIC LACQUER SERIES GM 75 $10.13 $607.80
SPECTRA RED
34-35900 3208.10.0000 396 QT SHER-LAC ACRYLIC LACQUER SERIES GM 83 $10.13 $4,011.48
MEDIUM SAPPHIRE BLUE METALLIC
34-35900 3208.10.0000 2442 PT SHER-LAC ACRYLIC LACQUER SERIES GM 83 $6.41 $15,653.22
MEDIUM SAPPHIRE BLUE METALLIC
34-35895 3208.10.0000 330 QT SHER-LAC ACRYLIC LACQUER SERIES GM 76 $10.13 $3,342.90
DARK GARNET RED METALLIC
34-30538 3208.10.0000 198 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 12 $10.13 $2,005.74
LIGHT GRAY
34-35788 3208.10.0000 1728 PT SHER-LAC ACRYLIC LACQUER SERIES GM W20A8574 $6.41 $11,076.48
LIGHT BLUE METALLIC
34-35865 3208.10.0000 660 QT SHER-LAC ACRYLIC LACQUER SERIES GM 26 $10.13 $6,685.80
LIGHT SAPPHIRE BLUE METALLIC
34-35441 3208.10.0000 1536 PT SHER-LAC ACRYLIC LACQUER SERIES GM 44 $6.41 $9,845.76
FOREST GREEN METALLIC
34-35405 3208.10.0000 3330 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 82 $6.41 $21,345.30
SANDALWOOD METALLIC
34-35379 3208.10.0000 1308 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97EEZ $6.41 $8,384.28
MISTY ROSE METALLIC
34-36357 3208.10.0000 360 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 2H $10.13 $3,646.80
MEDIUM CABERNET
- -------------------------------------------------------------------------------------------------------------------------
19967 TOTAL $140,030.11
DISCOUNT $35,007.53
TOTAL DUE $105,022.58
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 23
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001566-01 INV DATE: APRIL 30, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-35320 3208.10.0000 810 QT SHER-LAC ACRYLIC LACQUER SERIES GM 74 $10.13 $8,205.30
FLAME RED METALLIC
34-35313 3208.10.0000 690 QT SHER-LAC ACRYLIC LACQUER SERIES GM 28 $10.13 $6,989.70
BLACK SAPPHIRE METALLIC
34-35001 3208.10.0000 408 PT SHER-LAC ACRYLIC LACQUER SERIES TOYOTA 3E5 $6.41 $2,615.28
SUPER RED II
34-34845 3208.10.0000 1920 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 1F $6.41 $12,307.20
SMOKE METALLIC
34-34397 3208.10.0000 2535 PT SHER-LAC ACRYLIC LACQUER SERIES GM 61 $6.41 $16,249.35
LIGHT CHESTNUT METALLIC
34-34358 3208.10.0000 256 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 2R $10.13 $2,593.28
JALEPENA RED
34-33942 3208.10.0000 399 PT SHER-LAC ACRYLIC LACQUER SERIES GM 37 $6.41 $2,557.59
CAMEO IVORY
34-39068 3208.10.0000 1122 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 21 $10.13 $11,365.86
VERMILLION
34-33635 3208.10.0000 576 PT SHER-LAC ACRYLIC LACQUER SERIES FORD GE $6.41 $3,692.16
WHEAT METALLIC
34-33624 3208.10.0000 168 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 1E $6.41 $1,076.88
SILVER METALLIC
34-30538 3208.10.0000 864 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2K $6.41 $5,538.24
CANDY APPLE RED
34-35228 3208.10.0000 866 QT SHER-LAC ACRYLIC LACQUER SERIES NISSAN 120 $10.13 $8,772.58
ASPEN GOLD METALLIC
34-37078 3208.10.0000 2220 QT SHER-LAC ACRYLIC LACQUER SERIES GM 15C $10.13 $22,488.60
MEDIUM GRAY METALLIC
34-37077 3208.10.0000 2700 QT SHER-LAC ACRYLIC LACQUER SERIES GM 12C $10.13 $27,351.00
SILVER METALLIC
- -------------------------------------------------------------------------------------------------------------------------
15534 TOTAL $131,803.02
DISCOUNT $32,950.76
TOTAL DUE $98,852.27
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A. CONT NO: 24
Asylstrasse 81
Zurich, Switzerland 8032
INVOICE
INV NO: 001567-01 INV DATE: APRIL 30, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
=========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-38158 3208.10.0000 1868 PT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $6.41 $11,973.88
DARK SAPPHIRE BLUE METALLIC
34-38356 3208.10.0000 311 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 49 $6.41 $1,993.51
GRAPHITE METALLIC
34-39068 3208.10.0000 196 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 21 $6.41 $1,256.36
VERMILLION
34-39070 3208.10.0000 2740 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 3Q $6.41 $17,563.40
CRYSTAL BLUE METALLIC
34-39074 3208.10.0000 390 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 7E $6.41 $2,499.90
LIGHT CRYSTAL BLUE METALLIC
34-39076 3208.10.0000 2259 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 9G $6.41 $14,480.19
MID CURRANT RED METALLIC
34-39099 3208.10.0000 1591 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PV3 $6.41 $10,198.31
LIGHT CHAMPAGNE METALLIC
34-41961 3208.10.0000 488 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AH $6.41 $3,128.08
PASTEL ALABASTER
34-41963 3208.10.0000 1585 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AK $6.41 $10,159.85
PASTEL ALABASTER
34-41964 3208.10.0000 648 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AP $6.41 $4,153.68
SANDALWOOD FROST METALLIC
34-41965 3208.10.0000 1573 PT SHER-LAC ACRYLIC LACQUER SERIES FORD CA $6.41 $10,082.93
MEDIUM WOODROSE METALLIC
34-41966 3208.10.0000 1556 PT SHER-LAC ACRYLIC LACQUER SERIES FORD CD $6.41 $9,973.96
WOODROSE METALLIC
34-41967 3208.10.0000 1359 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 88 $6.41 $8,711.19
ELECTRIC CURRANT RED METALLIC
34-41969 3208.10.0000 1539 PT SHER-LAC ACRYLIC LACQUER SERIES FORD MM $6.41 $9,864.99
ULTRA BLUE METALLIC
34-42022 3208.10.0000 2324 PT SHER-LAC ACRYLIC LACQUER SERIES GM 99 $6.41 $14,896.84
DARK SLATE METALLIC
34-42028 3208.10.0000 1521 PT SHER-LAC ACRYLIC LACQUER SERIES GM 75 $6.41 $9,749.61
BRILLIANT RED METALLIC
- -------------------------------------------------------------------------------------------------------------------------
21948 TOTAL $140,686.68
DISCOUNT $35,171.67
TOTAL DUE $105,515.01
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 25
Zurich, Switzerland 8032
INVOICE
INV NO: 001569-01 INV DATE: APRIL 30, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-42023 3208.10.0000 2088 PT SHER-LAC ACRYLIC LACQUER SERIES GM 44 $6.41 $13,384.08
MALACHITE METALLIC
34-42030 3208.10.0000 2,33 PT SHER-LAC ACRYLIC LACQUER SERIES GM 85 $6.41 $13,672.53
MEDIUM SLATE METALLIC
34-42068 3208.10.0000 2,34 PT SHER-LAC ACRYLIC LACQUER SERIES GM 64 $6.41 $17,524.94
LIGHT AUBURN METALLIC
34-42495 3208.10.0000 2251 PT SHER-LAC ACRYLIC LACQUER SERIES GM 78 $6.41 $14,428.91
DARK MAPLE METALLIC
34-42564 3201.10.0000 1972 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PB2 $6.41 $12,640.52
LIGHT SPECTRUM BLUE METALLIC
34-38158 3208.10.0000 2640 QT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $10.13 $26,743.20
DARK SAPPHIRE BLUE METALLIC
34-39069 3208.10.0000 2160 QT SHER-LAC ACRYLIC LACQUER SERIES FORD 2S $10.13 $21,880.80
BRITE CURRANT RED METALLIC
34-39074 3208.10.0000 2880 QT SHER-LAC ACRYLIC LACQUER SERIES FORD $10.13 $29,174.40
LIGHT CRYSTAL BLUE METALLIC
- -----------------------------------------------------------------------------------------------------------------------------------
18858 TOTAL $149,449.38
DISCOUNT $37,362.35
TOTAL DUE $112,087.04
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 26
Zurich, Switzerland 8032
INVOICE
INV NO: 001572-01 INV DATE: MAY 5, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-37273 3208.10.0000 1435 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 26 $6.41 $9, 198.35
MAROON METALLIC
34-42024 3208.10.0000 1239 PT SHER-LAC ACRYLIC LACQUER SERIES GM 66 $6.41 $7,941.99
BROWN METALLIC
34-37090 3208.10.0000 1197 PT SHER-LAC ACRYLIC LACQUER SERIES GM 67 $6.41 $7,672.77
DARK ANTELOPE METALLIC
34-37086 3208.10.0000 1189 PT SHER-LAC ACRYLIC LACQUER SERIES GM 59 $6.41 $7,621.49
DARK BEECHWOOD METALLIC
34-38162 3208.10.0000 1150 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 95 $6.41 $7,371.50
DARK CHFSTNUT METALLIC
34-37088 3208.10.0000 1130 PT SHER-LAC ACRYLIC LACQUER SERIES GM 62 $6.41 $7,243.30
LIGHT BEECHWOOD METALLIC
34-37084 3208.10.0000 1076 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $6,897.16
LIGHT BEECHWOOD METALLIC
34-39069 3208.10.0000 1021 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2S $6.41 $6,544.61
BRITE CURRENT RED METALLIC
34-38159 3208.10.0000 995 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA9381 $6.41 $6,377.95
LIGHT SAPPHIRE BLUE METALLIC
34-39067 3208.10.0000 967 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2F $6.41 $6,198.47
CURRENT RED
34-35905 3208.10.0000 959 PT SHER-LAC ACRYLIC LACQUER SERIES GM 33 $6.41 $6,147.19
LIGHT DRIFTWOOD METALLIC
34-38461 3208.10.0000 915 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 4N $6.41 $5,865.15
WILD STRAWBERRY METALLIC
34-44088 3208.10.0000 896 PT SHER-LAC ACRYLIC LACQUER SERIES FORD ER $6.41 $5,743.36
DARK CRANBERRY METALLIC
34-37085 3208.10.0000 869 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57C $6.41 $5,570.29
LIGHT BEECHWOOD METALLIC
34-42029 3208.10.0000 861 PT SHER-LAC ACRYLIC LACQUER SERIES GM 79 $6.41 $5,519.01
DARK MAPLE METALLIC
34-42565 3208.10.0000 815 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PB5 $6.41 $5,224.15
MEDIUM BLUE-GRAY METALLIC
34-37278 3208.10.0000 747 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 63 $6.41 $4,788.27
SANDALWOOD METALLIC
34-37292 3208.10.0000 745 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PG7 AY96CG7 $6.41 $4,775.45
DARK FOREST GREEN METALLIC
34-38806 3208.10.0000 743 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 11 $6.41 $4,762.63
LIGHT TITANIUM METALLIC
34-42025 3208.10.0000 719 PT SHER-LAC ACRYLIC LACQUER SERIES GM 70 $6.41 $4,608.79
TORCH RED
34-38507 3208.10.0000 636 PT SHER-LAC ACRYLIC LACQUER SERIES GM 89 $6.41 $4,076.76
AUTUMN MAPLE METALLIC
34-42026 3208.10.0000 699 PT SHER-LAC ACRYLIC LACQUER SERIES GM 70C $6.41 $4,480.59
TORCH RED
34-38357 3208.10.0000 694 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 92 $6.41 $4,448.54
SILVER METALLIC
34-35877 3208.10.0000 692 PT SHER-LAC ACRYLIC LACQUER SERIES GM 14 $6.41 $4,435.72
BLACK METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
22389 TOTAL $143,513.49
DISCOUNT $35,878.37
TOTAL DUE $107,635.12
</TABLE>
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 27
Zurich, Switzerland 8032
INVOICE
INV NO: 001573-01 INV DATE: MAY 5, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-42594 3208.10.0000 1096 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $7,025.36
CAMEL BEIGE
34-39089 3208.10.0000 1032 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY96HD1 $6.41 $6,615.12
PLATINUM SILVER METALLIC
34-45737 3208.10.0000 738 PT SHER-LAC ACRYLIC LACQUER SERIES GM 69 $6.41 $4,730.58
ROOTBEER METALLIC
34-37274 3208.10.0000 727 PT SHER-LAC ACRYLIC LACQUER SERIES FORD M6263A $6.41 $4,660.07
MEDIUM REGATTA BLUE METALLIC
34-44124 3208.10.0000 724 PT SHER-LAC ACRYLIC LACQUER SERIES GM 57 $6.41 $4,640.84
DARK BRIGHT TEAL METALLIC
34-37280 3208.10.0000 712 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 7F $6.41 $4,563.92
TWILIGHT BLUE METALLIC
34-42564 3208.10.0000 706 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PB2 $6.41 $4,525.46
LIGHT SPECTRUM BLUE METALLIC
34-42023 3208.10.0000 751 PT SHER-LAC ACRYLIC LACQUER SERIES GM 44 $6.41 $4,813.91
MALACHITE METALLIC
34-44041 3208.10.0000 703 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PBD $6.41 $4,506.23
BLUE SATIN GLOW METALLIC
34-42596 3208.10.0000 696 PT SHER-LAC ACRYLIC LACQUER SERIES GM 45 $6.41 $4,461.36
MEDIUM GREEN METALLIC
34-41970 3208.10.0000 659 PT SHER-LAC ACRYLIC LACQUER SERIES FORD PA $6.41 $4,224.19
DEEP JEWEL GREEN METALLIC
34-37078 3208.10.0000 654 PT SHER-LAC ACRYLIC LACQUER SERIES GM 15C $6.41 $4,192.14
MEDIUM GRAY METALLIC
34-41963 3208.10.0000 641 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AK $6.41 $4,108.81
PASTEL ALABASTER
34-35865 3208.10.0000 620 PT SHER-LAC ACRYLIC LACQUER SERIES GM 58A $6.41 $3,974.20
LIGHT CHESTNUT
34-41961 3208.10.0000 616 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AH $6.41 $3,948.56
PASTEL ALABASTER
34-45740 3208.10.0000 613 PT SHER-LAC ACRYLIC LACQUER SERIES GM 84 $6.41 $3,929.33
HAWAIIAN ORCHID METALLIC
34-42495 3208.10.0000 598 PT SHER-LAC ACRYLIC LACQUER SERIES GM 78 $6.41 $3,833.18
DARK MAPLE METALLIC
34-41966 3208.10.0000 579 PT SHER-LAC ACRYLIC LACQUER SERIES FORD CD $6.41 $3,711.39
WOODROSE METALLIC
34-37397 3208.10.0000 554 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PM9 $6.41 $3,551.14
BLACK CHERRY METALLIC
34-35378 3208.10.0000 552 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY97EC7 $6.41 $3,538.32
TWILIGHT BLUE METALLIC
34-42028 3208.10.0000 537 PT SHER-LAC ACRYLIC LACQUER SERIES GM 75 $6.41 $3,442.17
BRILLIANT RED METALLIC
34-39070 3208.10.0000 527 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 3Q $6.41 $3,378.07
CRYSTAL BLUE METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
15035 SUB-TOTAL $96,374.35
</TABLE>
PAGE 1
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrasse 81 CONT NO: 27
Zurich, Switzerland 8032
INVOICE
INV NO: 001573-01 INV DATE: MAY 5, 1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
====================================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
34-44092 3208.10.0000 523 PT SHER-LAC ACRYLIC LACQUER SERIES FORD DD $6.41 $3,352.43
MOCHA FROST METALLIC
34-33072 3208.10.0000 514 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 1Q $6.41 $3,294.74
SILVER METALLIC
34-35320 3208.10.0000 512 PT SHER-LAC ACRYLIC LACQUER SERIES GM 74 $6.41 $3,281.92
FLAME RED METALLIC
34-41967 3208.10.0000 501 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 88 $6.41 $3,211.41
ELECTRIC CURRANT RED METALLIC
34-30037 3208.10.0000 499 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 3L $6.41 $3,198.59
DARK BLUE METALLIC
34-43497 3208.10.0000 496 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 6D $6.41 $3,179.36
VERMILLION
34-39074 3208.10.0000 488 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 7E $6.41 $3,128.08
LIGHT CRYSTAL BLUE METALLIC
34-39068 3208.10.0000 471 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 21 $6.41 $3,019.11
VERMILLION
34-45807 3208.10.0000 436 PT SHER-LAC ACRYLIC LACQUER SERIES FORD GA $6.41 $2,794.76
MEDIUM AUBERGINE METALLIC
34-35866 3208.10.0000 433 PT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $6.41 $2,775.53
DARK SAPPHIRE BLUE METALLIC
34-39337 3208.10.0000 424 PT SHER-LAC ACRYLIC LACQUER SERIES GM 27 $6.41 $2,717.84
LIGHT BLUE METALLIC
34-36356 3208.10.0000 406 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 2D $6.41 $2,602.46
MEDIUM SCARLET
34-35313 3208.10.0000 373 PT SHER-LAC ACRYLIC LACQUER SERIES GM 28 $6.41 $2,390.93
BLACK SAPPHIRE METALLIC
30S5493 3208.10.0000 360 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PE9 $6.41 $2,307.60
DARK CORDOVAN METALLIC
34-39099 3208.10.0000 358 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PV3 $6.41 $2,294.78
LIGHT CHAMPAGNE METALLIC
34-32378 3208.10.0000 341 PT SHER-LAC ACRYLIC LACQUER SERIES GM 21 $6.41 $2,185.81
LIGHT BLUE METALLIC
- ------------------------------------------------------------------------------------------------------------------------------------
22170 TOTAL $142,109.70
DISCOUNT $35,527.43
TOTAL DUE $106,582.28
</TABLE>
PAGE 2
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrssse 81 CONT NO: 28
Zurich, Switzerland 8032
INVOICE
INV NO: 001574-01 INV DATE: MAY 5,1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-42022 3208.10.0000 975 PT SHER-LAC ACRYLIC LACQUER SERIES GM 99 $6.41 $6,249.75
DARK SLATE METALLIC
34-39076 3208.10.0000 936 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 9G $6.41 $5,999.76
MID CURRANT RED METALLIC
34-41965 3208.10.0000 945 PT SHER-LAC ACRYLIC LACQUER SERIES FORD GA $6.41 $6,057.45
MEDIUM WOODROSE METALLIC
34-42068 3208.10.0000 931 PT SHER-LAC ACRYLIC LACQUER SERIES GM 64 $6.41 $5,967.71
LIGHT AUBURN METALLIC
34-42030 3208.10.0000 923 PT SHER-LAC ACRYLIC LACQUER SERIES GM 85 $6.41 $5,916.43
MEDIUM SLATE METALLIC
34-35895 3208.10.0000 904 PT SHER-LAC ACRYLIC LACQUER SERIES GM 75 $6.41 $5,794.64
DARK GARNET RED METALLIC
34-41969 3208.10.0000 903 PT SHER-LAC ACRYLIC LACQUER SERIES FORD MM $6.41 $5,788.23
ULTRA BLUE METALLIC
34-44086 3208.10.0000 862 PT SHER-LAG ACRYLIC LACQUER SERIES FORD ER $6.41 $5,525.42
DARK CRANBERRY METALLIC
34-38356 3208.10.0000 862 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 49 $6.41 $5,525.42
GRAPHITE METALLIC
34-41962 3208.10.0000 855 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AJ $6.41 $5,480.55
ALABASTER
34-39090 3208.10.0000 816 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PD8 $6.41 $5,230.56
DARK QUARTZ GRAY METALLIC
34-38158 3208.10.0000 787 PT SHER-LAC ACRYLIC LACQUER SERIES GM 29 $6.41 $5,044.67
DARK SAPPHIRE BLUE METALLIC
34-35816 3208.10.0000 774 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PS8 $6.41 $4,961.34
CHARCOAL METALLIC
34-41964 3208.10.0000 765 PT SHER-LAC ACRYLIC LACQUER SERIES FORD AP $6.41 $4,903.65
SANDALWOOD FROST METALLIC
34-44042 3208.10.0000 756 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PRF $6.41 $4,845.96
MEDIUM BLUE SATIN METALLIC
34-45741 3208.10.0000 753 PT SHER-LAC ACRYLIC LACQUER SERIES GM 88 $6.41 $4,826.73
DARK PLUM METALLIC
34-36724 3208.10.0000 323 PT SHER-LAC ACRYLIC LACQUER SERIES GM 87 $6.41 $2.070.43
GUNMETAL METALLIC
34-37077 3208.10.0000 614 PT SHER-LAC ACRYLIC LACQUER SERIES GM 12C $6.41 $3,935.74
SILVER METALLIC
34-44047 3208.10.0000 613 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PTA $6.41 $3,929.33
SUNFIRE BROWN SATIN GLOW METALLIC
34-39088 3208.10.0000 597 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PC1 $6.41 $3,826.77
DIAMOND BLUE METALLIC
34-35380 3208.10.0000 583 PT SHER-LAC ACRYLIC LACQUER SERIES FORD ID $6.41 $3,737.03
SMOKE METALLIC
34-37099 3208.10.0000 572 PT SHER-LAC ACRYLIC LACQUER SERIES GM 95 $6.41 $3,666.52
BEIGE METALLIC
- --------------------------------------------------------------------------------------------------------------------------
17049 SUB TOTAL $109,284.09
</TABLE>
PAGE 1
<PAGE>
<PAGE>
Fruit Impex S.A.
Asylstrssse 81 CONT NO: 28
Zurich, Switzerland 8032
INVOICE
INV NO: 001574-01 INV DATE: MAY 5,1996
SOLD TO: GLOBUS FOOD SYSTEMS SHIP TO: CON. LOGISTICS MANAGEMENT
2 WORLD TRADE CENTER, SUITE 2400 8 AVIATION COURT
NEW YORK, N.Y. 10048 U.S.A. GARDEN CITY, GA 31418
<TABLE>
<CAPTION>
==========================================================================================================================
PRODUCT HARMONIZED QTY U/M PRODUCT DESCRIPTION CODE UNIT TOTAL
NO NO PRICE AMOUNT
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
34-37296 3208.10.0000 566 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PM4 $6.41 $3,628.06
CLARET RED METALLIC
34-32816 3208.10.0000 553 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 9N $6.41 $3,544.73
DESERT TAN METALLIC
34-36385 3208.10.0000 550 PT SHER-LAC ACRYLIC LACQUER SERIES HONDA NH91M $6.41 $3,525.50
DARK GRAY METALLIC
34-33904 3208.10.0000 547 PT SHER-LAC ACRYLIC LACQUER SERIES CHR PR6 $6.41 $3,506.27
GARNET RED METALLIC
34-35252 3208.10.0000 541 PT SHER-LAC ACRYLIC LACQUER SERIES GM WA8751 $6.41 $3,467.81
BRIGHT BLUE METALLIC
34-39795 3208.10.0000 529 PT SHER-LAC ACRYLIC LACQUER SERIES GM 98 $6.41 $3,390.89
BRITE BLUE METALLIC
34-44087 3208.10.0000 474 PT SHER-LAC ACRYLIC LACQUER SERIES FORD KB $6.41 $3,038.34
MEDIUM AMTHYST FROST
34-35900 3208.10.0000 453 PT SHER-LAC ACRYLIC LACQUER SERIES GM 83 $6.41 $2,903.73
MEDIUM SAPPHIRE BLUE
34-34354 3208.10.0000 356 PT SHER-LAC ACRYLIC LACQUER SERIES FORD 7H $6.41 $2,281.96
BRIGHT REGATTA BLUE METALLIC
34-35369 3208.10.0000 271 PT SHER-LAC ACRYLIC LACQUER SERIES GM 13S $6.41 $1,737.11
SILVER METALLIC
34-33432 3208.10.0000 200 PT SHER-LAC ACRYLIC LACQUER SERIES CHR AY96CA1 $6.41 $1,282.00
SILVER METALLIC
34-35520 3208.10.0000 154 PT SHER-LAC ACRYLIC LACQUER SERIES FORD IG $6.41 $987.14
LIGHT SMOKE METALLIC
- --------------------------------------------------------------------------------------------------------------------------
22243 TOTAL $142,577.63
DISCOUNT $35,644.41
TOTAL DUE $106,933.22
</TABLE>
PAGE 2
<PAGE>
<PAGE>
ATTACHMENT TO INVENTORY PURCHASE AGREEMENT BETWEEN
FRUIT IMPEX, S.A., AS "SELLER," AND GLOBUS FOOD SYSTEMS
INTERNATIONAL CORP., AS "BUYER"
EXHIBIT B
[Escrow Agreement]
9
<PAGE>
<PAGE>
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made the 13th day of May, 1996 between FRUIT
IMPEX, S.A., a Panamanian Corporation, having an office at Asylstrasse 81,
Zurich, Switzerland 8032 ("Seller"), GLOBUS FOOD SYSTEMS INTERNATIONAL CORP., a
Nevada corporation having an office at Two World Trade Center, Suite 2400, New
York, New York 10048 ("Buyer") and YURY GREENE, having an address at c/o Globus
Food Systems International Corp., Two World Trade Center, Suite 2400, New York,
New York 10048 ("Escrow Agent").
WITNESSETH:
WHEREAS, Seller has agreed to sell certain inventory to Buyer and Buyer
has agreed to acquire such inventory from Seller pursuant to the terms and
conditions set forth in that certain Inventory Purchase Agreement between Seller
and Buyer, which has been executed contemporaneously with this Escrow Agreement
(the "Purchase Agreement"); and
WHEREAS, pursuant to the Purchase Agreement and in consideration for
Seller's purchase of the inventory thereunder, Seller and Buyer have agreed that
the stock paid to Seller (the "Escrowed Stock") shall be held in escrow for the
period beginning on the date of the Purchase Agreement and ending three (3)
years thereafter;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, the parties agree as follows:
1. APPOINTMENT OF ESCROW AGENT
Seller and Buyer designate and appoint Yury Greene as Escrow Agent
to serve in accordance with the terms of this Escrow Agreement and Escrow Agent
hereby accepts such designation and appointment.
2. RECEIPT OF DELIVERY IN ESCROW
Escrow Agent agrees to provide written notice to Seller and Buyer
upon receipt of the certificates representing the Escrowed Stock from the
Buyer's transfer agent.
3. RESPONSIBILITIES OF ESCROW AGENT
The acceptance by Escrow Agent of his duties under this Escrow
Agreement is subject to the following terms and conditions, which the parties to
this Escrow Agreement hereby agree shall govern and control with respect to
their rights, duties and liabilities with respect to the Escrow Agent.
1
<PAGE>
<PAGE>
1. Escrow Agent shall not be liable to any party hereto, except for his owns
gross negligence or willful misconduct. Escrow Agent may consult with and
obtain advice for counsel of his choosing in the event any question arises
as to the provisions hereof or his duties hereunder, and Escrow Agent shall
incur no liability and shall be fully protected in acting in good faith in
accordance with the opinion and instructions of such counsel. Expenses
incurred by Escrow Agent in consulting with such counsel shall be borne by
Buyer.
2. Escrow Agent shall not in any way be bound or affected by any notice of
modification or cancellation of this Escrow AGREEMENT UNLESS NOTICE
THEREOF IS given to Escrow Agent by Seller and Buyer in accordance with
the provisions of Paragraph 10 hereof, nor shall Escrow Agent be bound by
any modification of his obligations hereunder unless the same shall be
consented to by Escrow Agent in writing. Escrow Agent shall be entitled to
rely upon any judgment, order, certification, demand, notice or other
writing delivered to him hereunder without being required to determine the
authenticity or the correctness of any fact stated therein, the propriety
or validity of the service thereof or the jurisdiction of a Court issuing
any such judgment or order. Escrow Agent may act in reliance upon any
instrument or signature reasonably believed by him to be genuine, and
Escrow Agent may assume than any person purporting to give any notice or
make any statement in connection with the provisions hereof has been duly
authorized to do so.
3. This Escrow Agreement sets forth all of the duties of the Escrow Agent with
respect to any and all matters pertinent hereto. Except as otherwise
expressly provided herein, Escrow Agent shall not refer to, and shall not
be bound by, the provisions of any other agreement between the parties
hereto.
4. Except with respect to claims based upon Escrow Agent's willful misconduct
or gross negligence, Seller and Buyer shall indemnify and hold harmless the
Escrow Agent from and against all claims, demands, losses, liabilities,
costs and expenses, including without limitation, reasonable attorney fees,
brought against or incurred by Escrow Agent in connection with the
performance of his duties under this Escrow Agreement.
5. In the event of a disagreement between the parties to this Escrow Agreement
resulting in adverse claims or demands being made in connection with the
Escrowed Stock, or in the event that the Escrow Agent, acting in good
faith, is in doubt as to what action he should take hereunder, the Escrow
Agent may, at his option, refuse to comply with any claims or demands on
him until the rights of the parties hereto shall have been fully and
finally adjudicated by a Court of competent jurisdiction or all differences
shall have been adjusted and all doubt resolved by written agreement
executed by the parties hereto. If Escrow Agent files an interpleader
action, Escrow Agent shall thereupon be fully released and
2
<PAGE>
<PAGE>
discharged from all obligations and duties hereunder, except for the
safekeeping of the Escrowed Stock if not deposited with the Court in such
action.
4. NONTRANSFERABILITY OF ESCROWED STOCK
So long as the Escrowed Stock shall remain subject to the terms and
conditions of this Escrow Agreement, it shall not be sold, pledged,
hypothecated, transferred, alienated, assigned or otherwise disposed of, in
whole or in part, in any manner whatsoever, without the prior consent of the
parties hereto.
5. VOTING RIGHTS / PARTICIPATION IN DIVIDENDS
The Escrowed Stock shall be considered to be issued and outstanding
stock of the Buyer and shall enjoy all voting rights accorded to all other
issued and outstanding shares of the same class. All such voting rights shall be
exercised by the Escrow Agent, in his sole discretion, for so long as the
Escrowed Stock shall remain subject to the terms and conditions of this Escrow
Agreement. The Escrowed Stock also shall be considered to be issued and
outstanding stock of the Buyer in the event that dividends are paid by the
Buyer, which dividends shall be paid directly to Seller if paid in cash or held
by the Escrow Agent subject to the terms of this Escrow Agreement if paid in
additional stock.
6. DIVIDENDS ON DISSOLUTION OR LIQUIDATION / STOCK SPLITS
In the event of dissolution of the Buyer, or the partial or
complete liquidation of all or substantially all of its assets, or in the event
of its bankruptcy or insolvency, the Escrowed Stock shall enjoy all liquidation
and distribution privileges accorded to all other issued and outstanding shares
of the same class. Any shares issued to Seller pursuant to a stock split or
reclassification of shares shall be held by the Escrow Agent, and such
additionally deposited shares shall be subject to the terms and conditions of
this Escrow Agreement. The Escrowed Shares also shall be treated in the same
manner as all other issued and outstanding shares of the same class in the event
of a reverse stock split of the Buyer's stock.
7. RELEASE OF ESCROWED STOCK
The Escrowed Stock shall be held by the Escrow Agent until the
first to occur of the following events:
1. Expiration of the three (3) year term provided in the Purchase Agreement;
2. Repurchase of the Escrowed Stock by the Seller in accordance with the terms
set forth in Paragraph 4 of the Purchase Agreement; or
3. Consent by Seller and Buyer in writing to the release of the Escrowed
Stock.
3
<PAGE>
<PAGE>
The Escrow Agent shall release the stock upon receipt of an opinion by the
Buyer's attorney that one of the above conditions has been satisfied. The
opinion also shall direct the Escrow Agent to release the stock to Buyer or
Seller, as the case may be.
8. CONTINUING OBLIGATIONS
In order to ensure performance hereunder and to implement the
provisions of this Escrow Agreement, all parties hereto shall take whatever
action and do such things as may be required to implement the terms and intent
of this Escrow Agreement.
9. BINDING AGREEMENT AND SUBSTITUTION OF ESCROW AGENT
The terms and conditions of this Escrow Agreement shall be binding
on the successors or assigns of the parties hereto. If the Escrow Agent named
herein shall be unable or unwilling to continue to serve as Escrow Agent, for
any reason whatsoever, then Seller and Buyer may jointly select a successor
Escrow Agent. In the event that Seller and Buyer are unable to agree on a
successor Escrow Agent, the then serving Escrow Agent shall appoint his
successor.
10. NOTICES AND CORRESPONDENCE
All notices and other communications shall be in writing and shall
be deemed to have been duly given if delivered personally or mailed by federal
express or other international overnight carrier to the respective party as
follows:
To Seller:
Fruit Impex, S.A.
Asylstrasse 81,
Zurich, Switzerland 8032
Attn.: A. Parlagreco
To Buyer:
Globus Food Systems International Corp.
Two World Trade Center
Suite 2400
New York, New York 10048
Attn.: Serge Pisman
To Escrow Agent:
Yury Greene
c/o Globus Food Systems International Corp.
Two World Trade Center
Suite 2400
New York, New York 10048
4
<PAGE>
<PAGE>
or to any other address as the party to whom notice is to be given may have
previously furnished to the other party in writing as set forth above.
11. GOVERNING LAW
The parties elect that the laws of the State of New York, United
States of America, shall govern the construction of this Agreement and the
rights, remedies, warranties, representations, and provisions hereof without
regard to the principles of conflict of laws. The Parties hereby submit to the
nonexclusive jurisdiction of the courts of the State of New York or, if federal
jurisdiction exists, the United States Court for the Second District located in
New York, and agree not to raise and waive any objection they may have based
upon personal jurisdiction or the venue of such court or forum non conveniens.
The Parties further agree not to bring any action or other proceeding with
respect to this Agreement or with respect to any of their obligations hereunder
in any other court.
12. ASSIGNMENT
No party may assign its rights or obligations under this Escrow
Agreement without the consent of the other parties, except that Buyer may assign
its rights and obligations hereunder to any entity of which Buyer has, directly
or indirectly, at least a fifty percent (50%) ownership interest.
13. AMENDMENTS
No change or modification of this Escrow Agreement shall be valid
unless in writing and signed by all of the parties hereto. No waiver of any
provision of this Escrow Agreement shall be valid unless in writing and signed
by the party to be charged.
14. ENTIRE AGREEMENT
This Escrow Agreement constitutes the entire agreement and
contains all of the agreements between the parties with respect to this subject
matter. This Escrow Agreement supersedes all prior agreements or understandings
between the parties with respect to this subject matter.
15. SEPARABILITY
The provisions of this Escrow Agreement are independent of and
severable from each other, and no provision shall be affected or rendered
invalid or unenforceable if, for any reason, any other provision is invalid or
unenforceable in whole or in part.
16. HEADINGS
The headings in this Escrow Agreement are inserted for convenience
only and are not to be considered in construction of this Escrow Agreement's
provisions.
5
<PAGE>
<PAGE>
17. COUNTERPARTS
This Escrow Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same original
document.
IN WITNESS WHEREOF, this Agreement has been executed by Fruit Impex,
S.A., Globus Food Systems International Corp. and Yury Greene on the date first
above written.
ATTEST: SELLER:
FRUIT IMPEX, S.A.
[signature illegible] By: /s/ A. Parlagreco
- ------------------------------ -------------------------------
A. Parlagreco, President
ATTEST: BUYER:
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.
[signature illegible] By: /s/ Serge Pisman
- ------------------------------ -------------------------------
Serge Pisman, President
WITNESS: ESCROW AGENT:
[signature illegible] By: /s/ Yury Greene
- ------------------------------ -------------------------------
Yury Greene
6
<PAGE>
<PAGE>
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
TO ACTION WITHOUT A MEETING
DATED MAY 13, 1996
We the undersigned, being all of the Members of the Board of Directors
of Globus Food Systems International Corp. hereby consent to and authorize the
adoption of the following resolutions and authorize the actions contemplated
therein:
WHEREAS, the Corporation desires to acquire certain paint inventory
currently being held in a warehouse in Garden City, Georgia from Fruit Impex,
S.A., a Panamanian Corporation; and
WHEREAS, Fruit Impex, S.A. has agreed to sell such inventory to the
Corporation subject to the terms and conditions set forth in the Inventory
Purchase Agreement attached hereto;
NOW, THEREFORE, be it
RESOLVED, that the President, any Vice-President and the Treasurer of
the Corporation be, and each of them hereby is, authorized and empowered in the
name and on behalf of the Corporation to cause the Corporation to execute and
deliver the Inventory Purchase Agreement, including any amendments or
supplements thereto, providing for the purchase by the Corporation of certain
inventory of Fruit Impex, S.A. (the "Agreement"), with such changes in form and
content as the officer executing the same on behalf of the Corporation shall
approve, the execution thereof by such officer to be conclusive evidence of such
approval; and further
RESOLVED, that the aforesaid officers and any other officer of the
Corporation, and any person or persons designated and authorized so to act by
any officer of the Corporation, be, and each of them hereby is, authorized and
empowered in the name and on behalf of the Corporation to do all acts and
things, and to execute and deliver certificates, letters, agreements and other
documents as may be necessary, or, in the opinion of the officer acting,
desirable or proper to carry into effect the purposes of the foregoing
resolution, to consummate the transactions referred to in the Agreement and to
effect the performance by the Corporation of its obligations thereunder, or
under any other instruments or documents referred to therein or contemplated
thereby; and further
RESOLVED, that any acts of the officers of the Corporation and of any
person or persons designated and authorized to act by an officer of the
Corporation, which acts would have been authorized by the foregoing resolutions,
are hereby severally ratified, confirmed, approved and adopted as acts in the
name and on behalf of the Corporation.
<PAGE>
<PAGE>
WITNESS the signatures of the undersigned as of the effective date
stated above.
/s/ Yury Greene /s/ Serge Pisman
- ------------------------------ -------------------------------
Yury Green Serge Pisman
/s/ Herman Roth
- ------------------------------
Herman Roth
CERTIFICATION
I, Herman Roth, Corporate Secretary of Globus Food Systems International
Corp., a CORPORATION CREATED and existing under the laws of the State of Nevada,
do hereby certify and declare that the foregoing is a full, true and correct
copy of the resolutions duly passed and adopted by the Board of Directors of
said corporation, by written consent of all Directors of said corporation, and
that such resolutions are now in full force and effect.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said corporation this 13th day of May, 1996.
/s/ Herman Roth
---------------------------------------
Herman Roth, Corporate Secretary of
Globus Food Systems International Corp.
[SEAL]
2
<PAGE>
<PAGE>
[LETTERHEAD OF WEINICK SANDERS LEVENTHAL & CO., LLP]
CONSENT OF WEINICK SANDERS LEVENTHAL & CO., LLP
(INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)
We consent to the use in the Registration Statement on Form SB-2 under the
Securities Exchange Act of 1933 of our report dated December 2, 1997 on the
consolidated balance sheets of Globus International Resources Corp. and its
subsidiaries as of September 30, 1997 and 1996 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
the years ended September 30, 1997 and 1996, and to the reference to our firm
under the heading "Experts" in the Prospectus.
Weinick, Sanders Leventhal & Co., LLP
New York, N.Y.
January 29, 1998
