<PAGE> 1
================================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2000
COMMISSION FILE NO. ___________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GLOBALBOT, CORP.
(Exact Name of Registrant As Specified In Its Charter)
FLORIDA [7310] 65-0869087
(State of Incorporation) Primary Standard Industrial (IRS Employer
(Classification Code Number) I.D. Number)
1250 EAST HALLANDALE BLVD., SUITE #602, HALLANDALE, FLORIDA 33009
-----------------------------------------------------------------
(Address of Principal Executive Offices and Zip code)
ISSUER'S TELEPHONE NUMBER: (954) 458-9490
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT : NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G)) OF THE ACT: COMMON
STOCK, $0.001
PAR VALUE
PER SHARE
<PAGE> 2
--------------------------------------------------------------------------------
GLOBALBOT CORP.
CROSS REFERENCE SHEET
--------------------------------------------------------------------------------
INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 SB BY
REFERENCE
<TABLE>
<CAPTION>
Form 10SB Item Numbers and Caption Heading in Information Statement
---------------------------------- --------------------------------
<S> <C> <C>
1. Business "Summary", "Management's Discussion And
Analysis Of Financial Condition And Results Of
Operations," And "Business."
2. Financial Information "Summary", Selected Financial Data",
"Management's Discussion And Analysis Of Financial
Condition And Results Of Operations", And " Financial
Statements"
3. Properties "Business-Property"
4. Security Ownership Of Certain "Principal Shareholders"
Beneficial Owners And
Management
5. Directors And Executive "Management"
Officers
6. Executive Compensation "Management"
7. Certain Relationships and "Summary", "The Spin-off"- "Certain
Related Transactions Transactions"
8. Legal Proceedings Legal Proceedings
9. Market Price of and Dividends "The Spin-Off", "Principal
on the Registrant's Common stock Shareholders" "Description of Securities" Listing and
"Dividend Policies", of the Information Statement .
10. Recent Sales Of Unregistered Securities "Recent Sales Of Unregistered Securities"
11. Description of Registrant's "Risk Factors" and "Description Of Securities"
Securities to be Registered
12. Indemnification of Officers and "Management-Limited Liability of
Directors Directors" "Indemnification Of Directors
And Officers"
13. Financial Statements and "Summary", Selected Financial Data".
Supplementary Data "Management's Discussion And Analysis Of
Financial Condition And Results Of
Operations", And " Financial
Statements"
</TABLE>
ii
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement has been prepared on a prospective basis on
the assumption that, among other things, the Spin-off (as defined in the
Information Statement which is a part of this Registration Statement) and the
related transactions contemplated to occur prior to or contemporaneously with
the Spin-off will be consummated as contemplated by the Information Statement.
There can be no assurance, however, that any or all of such transactions will
occur or will occur as so contemplated. Any significant modifications or
variations in the transactions contemplated will be reflected in an amendment or
supplement to this Registration Statement.
ITEM 1. BUSINESS.
The registrant, GlobalBot, Corp., a Florida corporation, is a
subsidiary of Quest Net Corp., a Florida corporation.
The information required by this item is contained in the sections
entitled "Summary", "Risk Factors", and "Business" of the Information Statement.
ITEM 2. FINANCIAL INFORMATION.
The information required by this item is contained in the sections
entitled "Summary", "Capitalization", "Selected Historical Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of the Information Statement.
ITEM 3. PROPERTIES.
The information required by this item is contained in the section
entitled "Business" of the Information Statement.
ITEM 4. PRINCIPAL SHAREHOLDERS AND MANAGEMENT.
The information required by this item is contained in the sections
entitled "Principal Shareholders" of the Information Statement.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The information required by this item is contained in the sections
entitled "Management--Directors, Executive Officers and Key Employees" of the
Information Statement.
ITEM 6. EXECUTIVE COMPENSATION.
The information required by this item is contained in the section
entitled "Management--Executive Compensation" of the Information Statement.
<PAGE> 4
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is contained in the sections
entitled "The Spin-Off" "Certain Relationships and Related Transactions" of the
Information Statement.
ITEM 8. LEGAL PROCEEDINGS.
NONE
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The information required by this item is contained in the sections
entitled "The Spin-Off - Manner of Effecting the Spin-off"", Principal
Shareholders" and "Description of Securities" of the Information Statement.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On September 17,1998, Quest Net Corp. formed GlobalBot Corp. and issued
1,000,000 shares of GlobalBot common stock to Quest Net Corp. in connection with
the formation. The securities issued were offered in reliance upon the exemption
from registration under Section 4(2) of the Securities Act of 1933, relating to
sales by an issuer not involving any public offering, The transactions were
effected without the use of an underwriter and the certificates evidencing the
shares bear a restrictive legend permitting transfer only upon registration of
the shares or an exemption under the Securities Act of 1933.
In May 2000, Quest Net Corp. sold 20% (200,000 shares) of the 1,000,000
shares it owned in GlobalBot for the sum of $100,000 ($.50) per share to
InfoDotcoza, Ltd. pursuant to a private sale. After the sale, GlobalBot
effectuated a split of 7.3318162 shares to one in order to effect a one for four
stock distribution to Quest Net Corp. shareholders in connection with the
spin-off. Pursuant to the stock split, GlobalBot shareholders received 7.3318162
shares of common stock for each share of GlobalBot common stock outstanding. At
present, Quest Net Corp. and InfoDotcoza hold 5,865,453 and 1,466,363 shares,
respectively. GlobalBot has no outstanding options or warrants.
On November 21, 2000, the GlobalBot converted and aggregate of
$108,957.92 in promissory notes held by InfoDotCoza, Ltd(Holder) into a
Convertible Debenture. The Debenture matures on January 31, 2001 and bears
interest at the rate of 12% per annum. The Holder has the right, at its option,
at any time prior to maturity, to convert the principal amount and any accrued
interest into shares of common stock of GlobalBot (at the rate of one share of
common stock for $.01). Upon conversion they would be entitled to receive
10,895,792 shares of our common stock.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is contained in the sections entitled
"Description of Securities" of the Information Statement.
2
<PAGE> 5
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this item is contained in the sections
entitled "Limited Liability of Directors" and Indemnification of Directors" of
the Information Statement.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is identified in the Index to
Financial Statements of the Information Statement.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENT
See Index to Financial Statements on Page F-1 of the Information
Statement.
(b) EXHIBITS
Exhibit Description
------- -----------
2. Information Statement
3.1 Articles of Incorporation
3.2 Bylaws
4. Convertible Debenture
5. Opinion of Rebecca J. Del Medico, P.A.
10. Lease
10.1 Form of Indemnification Agreement by and
between GlobalBot, Corp and each of its directors and
executive officers.
10.2 Stock Purchase Agreement
24. Consent of Alberni & Alberni, P.A.
24.2 Consent of Rebecca J. Del Medico, P.A.*
27.1 Financial Data Schedule
* Contained in Exhibit 5, Opinion of Rebecca J. Del Medico, P.A.
3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
GLOBALBOT, CORP
By: /s/ Serge R. Dazile
-------------------------------------------
President and Chief Financial Officer
DATE: December 21, 2000
4
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GLOBALBOT CORP
The following information should be read in conjunction with our audited
financial statements included in this report.
Historical Overview
Globalbot Corp was incorporated in Florida on September 17, 1998.
The company did not start to report revenue until January 1999 when it acquired
Wings Online, an industry-specific aircraft e-commerce site. In March 2000,
Wings Online the subsidiary corporation merged into Globalbot, the parent and
surviving corporation. All the shares of the subsidiary Corporation were
converted into the parent corporation. On June 30, 2000 the Board of Directors
of Quest Net Corp approved the spin off of Globalbot from its parent, Quest Net
Corp, a publicly traded company in Hallandale, Florida. The shares were
converted as follow: one (1) share of Globalbot for every four (4) shares of
Quest net corp. The spin off allows Globalbot Corp to grow into its full
potential.
We provide website platform for E-Commerce transactions. We earn
revenue primarily from selling advertising space on our websites to individuals
and dealers who are looking to sell their aircrafts.
Advertising fees on our website are dependent on services selected. Our
fees vary and can range from a basic 50 words advertisement that cost $12.00, to
a banner ad that can cost $100.00 per month. In addition we sometimes generate
revenue from customers who link their ad to external sites. Currently the cost
for a link ad is $50.00 per month. We receive payments directly from our
customers as services are provided.
Our costs and expenses primarily fall into the following categories:
o Telecommunications and operations;
o Sales and marketing;
o General and administrative;
Our telecommunication expense consists of the cost of Internet
service, web hosting expense and local telephone
5
<PAGE> 8
lines. Our operating cost includes employee salaries, equipment cost, office
rent, office, utilities and customer service. We expect these expenses to
increase overtime to support additional websites.
Our sales and marketing expenses to date have been minimal due to
the start of our operations. We expect those expenses to increase as we
implement our business plan in the coming year. We anticipate those expenses to
include advertising, commissions and bonuses paid to our sales and marketing
personnel. We also anticipate hiring additional sales and marketing personnel to
assist us in our rapid growth plans.
Our general and administrative expenses consist primarily of
administrative staff and related benefits. We expect our general and
administrative costs to increase to support our growth.
Results of Operations:
The discussion of our historical result set forth below address our
historical results of operations and annual condition results as shown on our
financial statements for the year ended June 30, 2000 as compared with our
fiscal year end June 30, 1999.
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
SALES $ 127,289 $ 105,169
COST OF SALES 27,153 19,316
GROSS PROFIT 100,136 85,853
EXPENSES
Selling, general and administrative 134,263 51,822
Provision for uncollectible 5,010 25,428
Interest Expense 225 1,220
----------- -----------
NET INCOME (LOSS) $ (39,362) $ 7,383
=========== ===========
Basic earnings per common share (.005) $ .007
=========== ===========
Basic weighted average
common shares outstanding 7,331,816 1,000,000
=========== ===========
</TABLE>
6
<PAGE> 9
Revenues
Revenues for the year ended June 30, 2000 have increased compared
with the same period for the previous year $127,289 to $ 105,169, respectively.
The increase is primarily due to customers awareness of the services our website
provide and the growing use of the internet for such services. We expect revenue
to grow, once the company fully implements its sale and marketing program.
COST OF SALES
Cost of Sales also increased to $27,153 in the year ended June 30,
2000 from $19,316 for the previous year. This increase in cost of sale is
directly proportional to our increase in revenue and additional increase in
internet traffic.
Gross Profit
The gross profit has increased 14.30% to $100,136 for the year ended
June 30, 2000 from $85,853 for the previous year. The increase in gross profit
is attributed to the increase in volume of sales and the marginal cost of sale.
Selling, General and Administrative
Selling, general and administrative expenses have increased 61.40%
to $134,263 for the year ended June 30, 2000 from $85,853 for the previous year.
General and Administrative expenses consist primarily of office and equipment,
rent, costs associated with operating our office, such as utilities and
supplies, and professional fees, such as legal, accounting and consulting. These
expenses increased to $134,263 for the year ended June 30, 2000. These increases
are also due to the hiring of new employees and moving expenses.
Provision for Uncollectible
Provision for uncollectible has decreased (80.30)% to $5,010 for the
year ended June 30, 2000 from $25,428 for the previous year. This decrease is
the result of current management application of an aggressive collection policy
and a decrease in accounts receivable outstanding as of June 30, 2000 as
compared with June 30, 1999.
Net Income/(Loss)
The Company recognized a net loss of $(39,362) for the year ended
June 30, 2000. That's a decrease in net income of $(46,745) compared to a net
profit of $7,383 for the year ended June 30, 1999. This net loss is primarily
attributable to an increase in general and administrative expenses, an increase
in personnel and related costs.
7
<PAGE> 10
GLOBALBOT CORP
COMPARATIVE BALANCE SHEET
YEARS ENDED JUNE 30, 2000 AND JUNE 30, 1999
<TABLE>
<CAPTION>
As of 06/30/2000
30-Jun 30-Jun %
2000 1999 Increase/Decrease
---------- --------- -----------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash 7,385.00 15,557.00 (52.53)
Account Receivable - Trade
Less Allowance-Doubtful $10185 5,247.00 5,175.00 1.37
Prepaid Rent 2,120.00 100.00
---------- --------- ------
Total Current Assets 14,752.00 20,732.00 28.84
Property & Equipment Less Accum -
Depreciation of $16,439 and $7,891 46,763.00 10,186.00 78.22
Other Assets 4,810.00 716.00 85.11
---------- --------- ------
TOTAL ASSETS 66,325.00 31,634.00 52.30
========== ========= ======
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Accounts Payable 5,851.00 10,684.00 (45.24)
Accrued Liabilities 6,450.00 6,106.00 5.33
Notes Payable-Related Party 91,986.00 14,059.00 84.72
---------- --------- ------
Total Current Liabilities 104,287.00 30,849.00 70.42
SHAREHOLDER'S EQUITY
PREFERRED Stock .0001 Par 5,000,000
Shares Authorized, 0 shares issued -- -- --
Common Stock $.0001 par Value,
50,000,000 shares authorized, 7,332,015 shares
Issued and outstanding 733.00 -- 100.00
Additional Paid In Capital 200.00 200.00 --
Retained Earnings (38,895.00) 585.00
---------- --------- ------
Total Equity (37,962.00) 785.00
TOTAL LIABILITIES & EQUITY 66,325.00 31,634.00 52.30
========== ========= ======
</TABLE>
8
<PAGE> 11
The company total assets have increased $66,325.00 for the year
ended June 30, 2000 from $31,634.00 for the previous year. The increase is the
result of the acquisition of additional computer equipment and slight increase
in net accounts receivable.
During the fiscal year ended June 30, 2000, the Company's accounts
payable have decreased $5,851.00 from $10,684.00 for the previous year, while
notes payable have increased $91,986.00 for the year ended June 30, 2000
compared to $14,059.00 for the previous year. The increase in notes payable is
attributable to transactions with a related party. On May 15, June 6, and June
30, 2000, the Company received $54,923, $4,035 and $33,028, respectively for
working capital in exchange for promissory notes from InfoDotCoza, Ltd. The
notes are unsecured, non-interest bearing and are due on demand.
Liquidity and Capital Resources.
Since our inception, we have relied principally upon the proceeds of
private equity financing to fund our working capital requirements and capital
expenditures. We have generated only minimal revenues from operations to date.
During the year ended June 30, 2000, Quest Net Corp entered into a
stock purchase agreement with InfoDotcoza, Ltd, a South African Company, and
sold 200,000 shares of common shares of Globalbot. Globalbot declared a
7.3318162 shares to 1 share stock split. As a result of the forward split, there
are now 7,331,816.20 shares of Globalbot common stock issued and outstanding.
Additionally, in connection with the proposed spin-off, Quest net will issue to
its shareholders of record on May 1, 2000 one common stock share of Globalbot
Corp for every four common shares of Quest.
Our current monthly expense, which includes all costs, selling,
advertising, general and administrative is $12,830.00, while our monthly revenue
is only $6,500.00. We will need $75,960.00 over the next twelve months to
operate our company, plus an additional $67,500.00 for capital expenditures. Our
capital expenditures include $37,500.00 the cost to fully develop the following
web sites: Boats Online, Cars Online and Motor Bikes Online and $30,000.00 for
additional personnel.
IF WE RAISE ADDITIONAL CAPITAL THROUGH THE ISSUANCE OF EQUITY OR CONVERTIBLE
DEBT, YOUR PROPORTIONATE INTEREST WILL BE DILUTED.
We will need more working capital to expand our operations. If we
raise additional capital by issuing equity or convertible debt securities, the
percentage ownership of our then-current stockholders will be reduced, and such
securities may have senior rights, preferences, or privileges.
WE MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL ON THE MOST FAVORABLE TERMS
We may not be able to obtain financing on favorable terms, or at all,
which will limit our ability to:
a) Expand,
b) Take advantage of unanticipated opportunities,
c) Develop or enhance services, otherwise respond to competitive
pressures.
9
<PAGE> 12
This limitation could harm our business and decrease the value of the
shares or cause us to go out of business. If we are unable to continue our
operations, your entire investment in us will be lost.
Our plan for expansion into the Boats Online, Cars Online and Motor
Bikes Online sites is contingent on several including but not limited to
financing and our ability to raise additional capital.
The Boats Online, Cars Online and Motor Bikes Online sites are not currently
operational, but we believe they are equivalent in the potential to generate
listing and advertising revenues. These sites are targeted to use the same
streamlined, user-friendly format as used by Wings Online and will apply a
similar pricing structure.
If we are unable to generate and sustain positive cash flow from our
operation or if we are unable to obtain necessary additional capital, we may be
required to change our proposed business plan and decrease our planned
operations, which would have a material adverse effect upon our business,
financial condition, or results of operations.
10
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GLOBALBOT CORP
The following information should be read in conjunction with our audited review
included in this report.
Historical Overview
Globalbot Corp was incorporated in Florida on September 17, 1998.
The company did not start to report revenue until January 1999 when it acquired
Wings Online, an industry-specific aircraft e-commerce site. In March 2000,
Wings Online the subsidiary corporation merged into Globalbot, the parent and
surviving corporation. All the shares of the subsidiary Corporation were
converted into the parent corporation. On June 30, 2000 the Board of Directors
of Quest Net Corp approved the spin off of Globalbot from its parent, Quest Net
Corp, a publicly traded company in Hallandale, Florida. The shares were
converted as follow: one (1) share of Globalbot for every four (4) shares of
Quest net corp. The spin off allows Globalbot Corp to grow into its full
potential.
Business
We provide website platform for E-Commerce transactions. We earn
revenue primarily from selling advertising space on our websites to individuals
and dealers who are looking to sell their aircrafts.
Advertising fees on our website are dependent on services selected. Our
fees vary and can range from a basic 50 words advertisement that cost $12.00, to
a banner ad that can cost $100.00 per month. In addition we sometimes generate
revenue from customers who link their ad to external sites. Currently the cost
for a link ad is $50.00 per month. We receive payments directly from our
customers as services are provided.
Our costs and expenses primarily fall into the following categories:
o Telecommunications and operations;
o Sales and marketing;
o General and administrative;
Our telecommunication expense consists of the cost of Internet
service, web hosting expense and local telephone
11
<PAGE> 14
lines. Our operating cost includes employee salaries, equipment cost, office,
rent, office, utilities and customer service. We expect these expenses to
increase overtime to support additional websites.
Our sales and marketing expenses to date have been minimal due to
the start of our operations. We expect those expenses to increase as we
implement our business plan in the coming year. We anticipate those expenses to
include advertising, commissions and bonuses paid to our sales and marketing
personnel. We also anticipate hiring additional sales and marketing personnel to
assist us in our rapid growth plans.
Our general and administrative expenses consist primarily of
administrative staff and related benefits. We expect our general and
administrative costs to increase to support our growth.
Results of Operations:
The discussion of our historical result set forth below address our
historical results of operations and annual condition results as shown on our
financial statements for the three months ended Sept 30, 2000 as compared with
our quarter ended Sept 30, 1999.
GLOBALBOT CORP
Statements of Operations
Quarter Ended Sept 30, 2000 and 1999
<TABLE>
<CAPTION>
Unaudited Increase/
2000 1999 (Decrease)
------------- ------------- ----------
<S> <C> <C> <C>
REVENUE
Less Return 23,618.00 44,281.64 (20,663.64)
------------- ------------- ----------
Total Revenue 23,618.00 44,282.00 (20,664.00)
Cost of Sales 7,594.00 5,917.00 1,677.00
Gross Profit Before Deduction 16,024.00 38,365.00 (22,341.00)
EXPENSES
Selling,General & Administrative 32,382.00 22,473.00 9,909.00
Depreciation Expense 2,891.00 2,891.00
------------- ------------- ----------
Total Expense 35,273.00 22,473.00 12,800.00
Profit/(Loss) (19,249.00) 15,892.00 (35,141.00)
Basic earnings per common share (0.003) 0.016 (0.019)
Basic weighted average common shares
outstanding 7,331,816.00 1,000,000.00 --
</TABLE>
Revenues
Revenues for the three months ended September 30, 2000 have
decreased compared with the same period for the previous year $44,281.64 to $
23,618, respectively. The decrease is primarily due to employees turn over,
relocation of our company and commitment to dealers made by prior management. We
expect revenue to grow, once the company fully implements its sale and marketing
program.
COST OF SALES
Cost of Sales has increased to $7,594 for the three months ended
September 30, 2000 from $5,917 for the previous year. This increase in cost of
sale is due to our related cost of operation, such as creating traffic on our
web site.
Gross Profit
The gross profit has decreased to $16,024 for the three months ended
September 30, 2000, compared to $38,365 for the three months ended September 30,
1999. This decrease in gross profit is attributed to the decrease in our revenue
and the increase in cost of sale.
Selling, General and Administrative
Selling, general and administrative expenses have increased to
$32,382.00 for the three months ended September 30, 2000, from $22,473 for the
three months ended September 30, 1999. General and Administrative expenses
consist primarily of office and equipment, rent, costs
12
<PAGE> 15
associated with operating our office, such as utilities and supplies, and
professional fees, such as legal, accounting and consulting. These increases are
also due to the hiring of new employees.
Depreciation
Depreciation is recorded at $2,891 for the three months ended
September 30, 2000. Property and Equipment are carried at cost and depreciated
over the estimated useful lives of the assets (5 to 10 years) using the
straight-line method. Expenditures for maintenance and repairs are charged to
expenses as incurred; major replacements and improvements are capitalized. When
items of property or equipment are sold or retired, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
included in income.
Net Income/(Loss)
The Company recognized a net loss of $(19,249) for the three months
ended September 30, 2000. That's a decrease in net income of $(35,141.) compared
to a net profit of $15,892 for the three months ended September 30, 1999. This
net loss is primarily attributable to an increase in general and administrative
expenses, an increase in personnel and related costs.
13
<PAGE> 16
GLOBALBOT CORP
COMPARATIVE BALANCE SHEET
FOR THE THREE MONTHS ENDED SEPT 30, 2000 AND 1999
<TABLE>
<CAPTION>
Unaudited
30-Sep 30-Sep Increase/
2000 1999 (Decrease)
---------- --------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash 4,857.00 16,132.42 (11,275.42)
Account Receivable - Trade
Less Allowance-Doubtful $5175.13 3,957.00 13,884.87 (9,927.87)
---------- --------- ---------
Total Current Assets 8,814.00 30,017.29 (21,203.29)
Property & Equipment Less Accum -
Depreciation of $19,330 and $7,891(Note B) 49,303.00 10,185.98 39,117.02
Other Assets 4,810.00 4,477.50 332.50
---------- --------- ---------
TOTAL ASSETS 62,927.00 44,680.77 18,246.23
========== ========= =========
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Accounts Payable 8,067.00 7,027.28 1,039.72
Accrued Liabilities 7,110.00 -- 7,110.00
Payroll Liabilities -- 3,377.43 (3,377.43)
Notes Payable-Related Party 104,961.00 24,058.56 80,902.44
---------- --------- ---------
Total Current Liabilities 120,138.00 34,463.27 85,674.73
SHAREHOLDER'S EQUITY
PREFERRED Stock .0001 Par 5,000,000
Shares Authorized, 0 shares issued -- -- --
Common Stock $.0001 par Value,
50,000,000 shares authorized, 7,331,816 shares
issued and outstanding 733.00 -- --
Additional Paid In Capital 200.00 200.00
Retained Earnings (58,144.00) 10,017.50 (68,161.50)
---------- --------- ---------
Total Equity (57,211.00) 10,217.50 (68,161.50)
TOTAL LIABILITIES & EQUITY 62,927.00 44,680.77 18,246.23
========== ========= =========
</TABLE>
14
<PAGE> 17
The company total assets have increased $62,927.00 for the three
months ended September 30, 2000 from $44,680.77 for the previous year. The
increase is the result of the acquisition of additional computer equipment and
an increase other asset from $4,477.50 to $4,810 for the three months ended
September 30, 1999 and 2000 respectively.
During the Quarter ended September 30, 2000, the Company's accounts
payable have increased $8,067.00 from $7,027.28 for the Quarter ended September
30, 1999. Our notes payable have also increased $104,961.00 for the three months
ended Sept 30, 2000, compared to $24,058.56 for the three months ended Sept 30,
1999. The increase in notes payable is attributable to transactions with a
related party.
On May 15, 2000, June 6, 2000 and June 30, 2000, the Company
received $54,923,$4,035 and $33,028, respectively, for working capital in
exchange for promissory notes from InfoDotCoza, Ltd.. In addition, on August 31,
2000 and September 19,2000, the Company received $5,000 and $7,975,
respectively, for working capital in exchange for promissory notes from
InfoDotCoza, Ltd. The notes are unsecured, non-interest bearing and are due on
demand. The $104,961 is included in the accompanying balance sheet as notes
payable, related party.
Subsequent to September 30, 2000, the Company received $11,975 for
working capital in exchange for a promissory note from InforDotCoza, Ltd.. The
note is unsecured, non-interest bearing and is due on demand.
On November 21, 2000, the promissory notes outstanding with
InforDotCoza, Ltd(Holder) were taken as consideration for a Convertible
Debenture. The debenture, with the principal sum of $108,957.92, matures on
January 31, 2001 and bears interest of 12% per annum. The Holder has the right,
at his option, at any time prior to maturity, to convert the principal amount
and any accrued interest into shares of common stock of the Company (at the rate
of one share of common stock for $.01. Such shares shall be constituted at the
date of conversion.
Liquidity and Capital Resources.
Since our inception, we have relied principally upon the proceeds of
private equity financing to fund our working capital requirements and capital
expenditures. We have generated only minimal revenues from operations to date.
During the year ended June 30, 2000, Quest Net Corp entered into a
stock purchase agreement with InfoDotcoza, Ltd, a South African Company, and
sold 200,000 shares of common shares of Globalbot. Globalbot declared a
7.3318162 shares to 1 share stock split. As a result of the forward split, there
are now 7,331,816.20 shares of Globalbot common stock issued and outstanding.
Additionally, in connection with the proposed spin-off, Quest net will issue to
its shareholders of record on May 1, 2000 one common stock share of Globalbot
Corp for every four common shares of Quest.
15
<PAGE> 18
Our current monthly expense, which includes all costs, selling,
advertising, general and administrative, is $12,830.00, while our monthly
revenue is only $6,500.00. We will need $75,960.00 over the next twelve months
to operate our company, plus an additional $67,500.00 for capital expenditures.
Our capital expenditures include $37,500.00 the cost to fully develop the
following web sites: Boats Online, Cars Online and Motor Bikes Online and
$30,000.00 for additional personnel.
IF WE RAISE ADDITIONAL CAPITAL THROUGH THE ISSUANCE OF EQUITY OR CONVERTIBLE
DEBT, YOUR PROPORTIONATE INTEREST WILL BE DILUTED.
We will need more working capital to expand our operations. If we raise
additional capital by issuing equity or convertible debt securities, the
percentage ownership of our then-current stockholders will be reduced, and such
securities may have senior rights, preferences, or privileges.
WE MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL ON THE MOST FAVORABLE TERMS
We may not be able to obtain financing on favorable terms, or at all,
which will limit our ability to:
a) Expand,
b) Take advantage of unanticipated opportunities,
c) Develop or enhance services, otherwise respond to competitive
pressures.
This limitation could harm our business and decrease the value of the
shares or cause us to go out of business. If we are unable to continue our
operations, your entire investment in us will be lost.
Our plan for expansion into the Boats Online, Cars Online and Motor
Bikes Online sites is contingent on several including but not limited to
financing and our ability to raise additional capital.
The Boats Online, Cars Online and Motor Bikes Online sites are not currently
operational, but we believe they are equivalent in the potential to generate
listing and advertising revenues. These sites are targeted to use the same
streamlined, user-friendly format as used by Wings Online and will apply a
similar pricing structure.
If we are unable to generate and sustain positive cash flow from our
operation or if we are unable to obtain necessary additional capital, we may be
required to change our proposed business plan and decrease our planned
operations, which would have a material adverse effect upon our business,
financial condition, or results of operations.
16
<PAGE> 19
GLOBALBOT CORP.
Financial Statements
June 30, 2000
<PAGE> 20
C O N T E N T S
<TABLE>
<CAPTION>
Page
----
<S> <C>
INDEPENDENT AUDITORS' REPORT........................................................ 3
FINANCIAL STATEMENTS
BALANCE SHEET JUNE 30, 2000................................................ 4
STATEMENT OF OPERATIONS, FOR THE YEARS ENDED JUNE 30, 2000 AND 1999 ....... 5
STATEMENT OF SHAREHOLDER'S EQUITY, JULY 1, 1998 THROUGH JUNE 30, 2000...... 6
STATEMENT OF CASH FLOWS, FOR THE YEARS ENDED JUNE 30, 2000 AND 1999........ 7
NOTES TO FINANCIAL STATEMENTS...................................................... 8
</TABLE>
-2-
<PAGE> 21
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Globalbot Corp.
We have audited the accompanying balance sheet of Globalbot Corp.,as of June
30, 2000 and the related statements of operations, shareholder's equity, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of Globalbot Corp. as of June 30, 1999 were audited by other auditors
whose report dated July 10, 1999, expressed an unqualified opinion of those
statements.
We conducted our audit 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 estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Globalbot Corp., as of June 30,
2000 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
Alberni & Alberni, P.A.
Certified Public Accountants
Coral Gables, Florida
September 11, 2000
-3-
<PAGE> 22
GLOBALBOT CORP.
BALANCE SHEET
June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 7,385
Accounts Receivable, less allowance for doubtful
totaling $ 10,185 5,247
Prepaid Expenses 2,120
---------
TOTAL CURRENT ASSETS $ 14,752
PROPERTY AND EQUIPMENT, less accumulated
depreciation of $ 16,439 (Note B) 46,763
OTHER ASSETS 4,810
---------
$ 66,325
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 5,851
Accrued Liabilities 6,450
Notes Payable - related party (Note D) 91,986
---------
TOTAL CURRENT LIABILITIES $ 104,287
SHAREHOLDERS' EQUITY
Preferred stock, $.0001 Par Value, 5,000,000 Shares
authorized; 0 Shares Issued and Outstanding -0-
Common stock, $.0001 Par Value, 50,000,000 Shares
authorized; 7,331,816 Shares Issued and Outstanding 733
Additional Paid-in Capital 200
Retained Earnings (38,895) (37,962)
--------- ---------
$ 66,325
=========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-4-
<PAGE> 23
GLOBALBOT CORP.
STATEMENTS OF OPERATIONS
Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
SALES $ 127,289 $ 105,169
COST OF SALES 27,153 19,316
GROSS PROFIT 100,136 85,853
EXPENSES
Selling, general and administrative 134,263 51,822
Provision for uncollectible 5,010 25,428
Interest Expense 225 1,220
----------- -----------
NET INCOME (LOSS) $ (39,362) $ 7,383
=========== ===========
Basic earnings per common share $(.005) $ .007
=========== ===========
Basic weighted average common shares outstanding 7,331,816 1,000,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-5-
<PAGE> 24
GLOBALBOT CORP.
Statement of Shareholder's Equity
July 1, 1998 through June 30, 2000
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional Total
-------------------- --------------------- Paid-In Retained Shareholders'
Shares Par Value Shares Par Value Capital Earnings Equity
------ --------- ------ --------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, July 1, 1998 -- $ -- 1,000,000 $ 100 $ 200 $ 19,770 $ 20,070
Distributions Paid to Shareholders -- -- -- -- -- (26,686) (26,686)
Net Income for the Year Ended
June 30, 1999 -- -- -- -- -- 7,383 7,383
--------- --------- --------- --------- --------- -------- --------
Balance, June 30, 1999 -- -- 1,000,000 100 200 467 767
May 20, 2000- Stock Split 6,331,816 $ 633 633
Net Loss for the Year Ended
June 30, 2000 -- -- -- -- -- (39,362) (39,362)
--------- --------- --------- --------- --------- -------- --------
Balance, June 30, 2000 -- $ -- 7,331,816 $ 733 $ 200 $(38,895) $(37,962)
========= ========= ========= ========= ========= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report
-6-
<PAGE> 25
GLOBALBOT CORP.
STATEMENT OF CASH FLOWS
Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $(39,362) $ 7,383
Transactions not requiring cash:
Depreciation and Amortization 10,478 5,367
Loss on Write-off of Organization Costs -0- 125
Loss on Disposal of Fixed Assets 5,461 -0-
Allowance for Uncollectible Accounts 5,010 5,175
Changes in Current Assets and Current Liabilities:
Decrease (Increase) in receivables and other
current assets (7,202) 3,561
Increase in Deposits (4,094) -0-
Increase (Decrease) in Accounts Payable
and Other Current Liabilities (4,489) 16,412
-------- --------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (34,198) 38,023
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Furniture and Equipment (44,488) (11,492)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (44,488) (11,492)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Stock 733 -0-
Distribution Paid to Officers -0- (26,686)
Repayment Advances From Notes Payable (1,419) 4,702
Proceeds From Notes Payable (Note B) 71,318 14,059
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 70,632 (12,627)
-------- --------
NET CHANGE IN CASH (8,054) 13,904
Cash at Beginning of Period 15,439 1,535
-------- --------
CASH AT END OF PERIOD $ 7,385 $ 15,439
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During the Period for :
Interest $ 225 $ 1,220
======== ========
Income Taxes $ 550 $ -0-
======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of Equipment in exchange for
Notes Payable $ 8,028 $ -0-
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-7-
<PAGE> 26
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
Year Ended June 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF ORGANIZATION
Globalbot Corp. (the "Company") was incorporated in Florida
on September 17, 1998. The Company currently sells
advertising space on its web site to dealers and individuals
that are looking to sell their aircraft.
The Company was a wholly-owned subsidiary of Quest Net Corp.
("Quest") until May 27, 2000 when it sold 20% (200,000
shares) of its Globalbot holdings to Infodotcoza Ltd., a
South African company.
On May 2, 2000, the Board of Directors of Quest approved a
"Spin-Off" to allow the management of both companies to
concentrate on their core business and enhance access to
financing. In order to effectuate the proposed "Spin-Off",
Globalbot Corp. declared a 7.3318162 shares to 1 share stock
split. As a result of the forward split, there are now
7,331,816.20 shares of Globalbot common stock issued and
outstanding.
In connection with the proposed spin-off, Quest will issue to
its shareholders of record on May 1, 2000 one common stock
share of Globalbot for every four common shares of Quest.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
REVENUE RECOGNITION
Revenue consist of monthly fees charged to customers for
internet advertisements. Internet advertisement revenue is
recognized in the period ads are run.
See Auditors' Report.
-8-
<PAGE> 27
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Year Ended June 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and Equipment are carried at cost and depreciated
over the estimated useful lives of the assets (5 to 10 years)
using the straight-line method. Expenditures for maintenance
and repairs are charged to expenses as incurred; major
replacements and improvements are capitalized. When items of
property or equipment are sold or retired, the related cost
and accumulated depreciation are removed from the accounts
and any gain or loss is included in income.
INCOME TAXES
The Company accounts for income taxes using Statement of
Financial Accounting Standards (SFAS) No. 109, ACCOUNTING FOR
INCOME TAXES, which requires recognition of deferred tax
assets and liabilities for the expected future tax
consequences of events that have been included in the
financial statements and tax returns. Under this method,
deferred tax assets and liabilities are determined based on
the difference between the financial statements and tax bases
of assets and liabilities (subject to a valuation allowance),
using enacted tax rates for the year in which the differences
are expected to reverse.
EARNINGS PER COMMON SHARE
Effective December 31, 1997, SfAS 128 "Earnings per Share"
requires the dual presentation of earnings per share-basic
and diluted. Basic earnings per common share has been
computed based on the weighted average number of common
shares outstanding. DilutEd earnings per share reflects the
increase in weighted average common shares outstanding that
would result from the assumed exercise of outstanding stock
options. However, the Company has a simple capital structure
for the periods presented and, therefore, there is no
variance between the basic and diluted earnings per share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values for financial instruments under
SFAS No. 107, Disclosures about Fair Market Value of
Financial Instruments, are determined at discreet points in
time based on relevant market information. These estimates
involve uncertainties and cannot be determined with
precision. The estimated fair values of the Company's
financial instruments, which includes all cash, accounts
receivables, accounts payable, and notes payable to
stockholders, approximates the carrying value in the
financial statements at June 30, 2000.
See Auditors' Report.
-9-
<PAGE> 28
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Year Ended June 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has adopted the following new accounting
pronouncements for the year ended December 31, 1998. There
was no effect on the financial statements presented from the
adoption of the new pronouncements. SFAS No. 130, "Reporting
Comprehensive Income," requires the reporting and display of
total comprehensive income and its components in a full set
of general-purpose financial statements. SFAS No.131,
"Disclosures about Segments of an Enterprise and Related
Information," is based on the "management" approach for
reporting segments. The management approach designates the
internal organization that is used by management for making
operating decisions and assessing performance as the source
of the Company's reportable segments. SFAS No. 131 also
requires disclosure about the Company's products, the
geographic areas in which it earns revenue and hold
long-lived assets, and its major customers. SFAS No. 132,
"Employers' Disclosures about Pensions and Other
Post-Retirement Benefits," which requires additional
disclosures about pension and other post-retirement benefit
plans, but does not change the measurement or recognition of
those plans
RECLASSIFICATIONS
Certain prior period amounts within the accompanying financial
statements have been reclassified to conform with the current
year presentation.
NOTE B - PROPERTY AND EQUIPMENT
Property and equipment, net, consist of the following as of
June 30, 2000:
Furniture and Fixtures $ 3,500
Equipment and software 59,702
---------
Total property and equipment 63,202
Less: Accumulated depreciation 16,439
---------
Total property and equipment, net $ 46,763
=========
Depreciation expense totaled $10,478 and $5,367 for the years
ended June 30, 2000 and June 30, 1999, respectively.
See Auditors' Report
-10-
<PAGE> 29
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Year Ended June 30, 2000
NOTE C - COMMITMENTS & CONTINGENCIES
The Company entered into a two-year non-cancelable operating
lease for their office in Hallandale, Florida in June, 2000.
The lease expires in June, 2002. The minimum rental payments
on the non-cancelable operating leases with initial or
remaining lease terms in excess of one year are as follows:
Year Ending Office
----------- ------
June 30, 2001 $ 25,440
June 30, 2002 25,440
-------
Total $ 50,880
=======
Rent expense was approximately $7,075 and $3,457 for the year
ended June 30, 2000 and June 30, 1999, respectively.
NOTE D - RELATED PARTY TRANSACTIONS
On May 15, 2000, June 6, 2000 and June 30, 2000, the Company
received $54,923, $4,035 and $33,028, respectively, for
working capital in exchange for promissory notes from
InfoDotCoza, Ltd.. The notes are unsecured, non-interest
bearing and are due on demand. The $91,986 is included in the
accompanying balance sheet as notes payable, related party.
Subsequent to year end June 30, 2000, the Company received
$5,000 for working capital in exchange for a promissory note
from InforDotCoza, Ltd.. The note is unsecured, non-interest
bearing and is due on demand.
NOTE F - INCOME TAXES
The net effects of temporary differences between the carrying
amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes are
reflected in deferred income taxes.
See Auditors' Report
-11-
<PAGE> 30
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Year Ended June 30, 2000
NOTE F - INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets
and liabilities as of June 30, 2000 are as follows:
Long-Term Deferred Tax Assets:
Net Operating Loss Carryforward $ 14,425
Depreciation 114
--------
Deferred Tax Asset 14,539
--------
Allowance for Deferred Tax Asset (14,539)
--------
Net Deferred Tax Asset $ --
========
As of June 30, 2000, the Company has net operating loss carry
forwards for income tax purposes of approximately $14,425,
which will expire in 2018.
See Auditors' Report
-12-
<PAGE> 31
GLOBALBOT CORP.
Financial Statements
September 30, 2000 and 1999
<PAGE> 32
C O N T E N T S
<TABLE>
<CAPTION>
Page
----
<S> <C>
ACCOUNTANTS' REVIEW REPORT.......................................................... 3
FINANCIAL STATEMENTS
BALANCE SHEET ............................................................. 4
STATEMENT OF OPERATIONS .................................................. 5
STATEMENT OF SHAREHOLDER'S EQUITY ......................................... 6
STATEMENT OF CASH FLOWS ................................................... 7
NOTES TO FINANCIAL STATEMENTS....................................................... 8
</TABLE>
-2-
<PAGE> 33
REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Globalbot Corp.
We have reviewed the accompanying balance sheet of Globalbot Corp. at September
30, 2000, and the related profit and loss account and cash flow statement for
the three months then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to issue a report on these
financial statements based on our review.
We conducted our review in accordance with the International Standard on
Auditing applicable to review engagements. This standard requires that we plan
and perform the review to obtain moderate assurance as to whether the financial
statements are free of material misstatement. A review is limited primarily to
inquiries of company personnel and analytical procedures applied to financial
data and thus provides less assurance than an audit. We have not performed an
audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe
that the accompanying consolidated financial statements are not presented
fairly, in all material respects, in accordance with approved accounting
standards.
The accompanying September 30, 1999 financial statements of Globalbot Corp. were
included in the consolidated financial statements of Quest Net Corp. (Refer to
Note A). The financial statements were prepared by management and a statement of
cash flows for the quarter ended September 30, 1999 has not been presented.
Generally accepted accounting principles require that such a statement be
presented when financial statements purport to present financial position and
results of operations.
Alberni & Alberni, P.A.
Certified Public Accountants
Coral Gables, Florida
November 16, 2000
-3-
<PAGE> 34
GLOBALBOT CORP.
BALANCE SHEET
September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 4,857 $ 16,132
Accounts Receivable, less allowance for doubtful
totaling $10,185 and $5,175, respectively 3,957 10,535
Other Receivables -0- 3,350
--------- ---------
TOTAL CURRENT ASSETS 8,814 30,017
PROPERTY AND EQUIPMENT, less accumulated
depreciation of $ 19,330 and $7,891, respectively (Note B) 49,303 10,186
OTHER ASSETS 4,810 4,478
--------- ---------
$ 62,927 $ 44,681
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 8,067 $ 7,027
Accrued Liabilities 7,110 3,377
Notes Payable - related party (Note D) 104,961 24,059
--------- ---------
TOTAL CURRENT LIABILITIES 120,138 34,463
SHAREHOLDERS' EQUITY
Preferred stock, $.0001 Par Value, 5,000,000 Shares
authorized; 0 Shares Issued and Outstanding -0- -0-
Common stock, $.0001 Par Value, 50,000,000 Shares
authorized; 7,331,816 Shares Issued and Outstanding 733 -0-
Additional Paid-in Capital 200 200
Retained Earnings (58,144) 10,018
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (57,211) 10,218
--------- ---------
$ 62,927 $ 44,681
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-4-
<PAGE> 35
GLOBALBOT CORP.
STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
SALES $ 23,618 $ 44,282
COST OF SALES 7,594 5,917
----------- -----------
GROSS PROFIT 16,024 38,365
EXPENSES
Selling, general and administrative 32,382 22,473
Depreciation Expense 2,891 -0-
----------- -----------
35,273 22,473
----------- -----------
NET INCOME (LOSS) $ (19,249) $ 15,892
=========== ===========
Basic earnings per common share $ (.003) $ .016
=========== ===========
Basic weighted average common shares outstanding 7,331,816 1,000,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-5-
<PAGE> 36
GLOBALBOT CORP.
Statement of Shareholder's Equity
July 1, 2000 through September 30, 2000
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional Total
-------------------- --------------------- Paid-In Retained Shareholders'
Shares Par Value Shares Par Value Capital Earnings Equity
------ --------- ------ --------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, July 1, 2000 -- $ -- 7,331,816 $ 733 $ 200 $(38,895) $(37,962)
Net Income for the Three Months
Ended September 30, 2000 -- -- -- -- -- (19,249) (19,249)
--------- --------- --------- --------- --------- -------- --------
Balance, June 30, 2000 -- $ -- 7,331,816 $ 733 $ 200 $(58,144) $(57,211)
========= ========= ========= ========= ========= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report
-6-
<PAGE> 37
GLOBALBOT CORP.
STATEMENT OF CASH FLOWS
Three Months Ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $(19,249)
Transactions not requiring cash:
Depreciation and Amortization 2,891
Changes in Current Assets and Current Liabilities:
Decrease (Increase) in Receivables and Other
Current Assets 3,410
Increase in Deposits -0-
Increase (Decrease) in Accounts Payable
and Other Current Liabilities 2,877
--------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (10,071)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Furniture and Equipment (5,432)
--------
NET CASH USED IN INVESTING ACTIVITIES (5,432)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Notes Payable (Note B) 12,975
--------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 12,975
--------
NET CHANGE IN CASH (2,528)
Cash at Beginning of Period 7,385
--------
CASH AT END OF PERIOD $ 4,857
========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During the Period for :
Interest $ -0-
========
Income Taxes $ -0-
========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements and the notes should be read in conjunction with the
accountants' report.
-7-
<PAGE> 38
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF ORGANIZATION
Globalbot Corp. (the "Company") was incorporated in Florida
on September 17, 1998. The Company currently sells
advertising space on its web site to dealers and individuals
that are looking to sell their aircraft.
The Company was a wholly-owned subsidiary of Quest Net Corp.
("Quest") until May 27, 2000 when it sold 20% (200,000
shares) of its Globalbot holdings to Infodotcoza Ltd., a
South African company.
On May 2, 2000, the Board of Directors of Quest approved a
"Spin-Off" to allow the management of both companies to
concentrate on their core business and enhance access to
financing. In order to effectuate the proposed "Spin-Off",
Globalbot Corp. declared a 7.3318162 shares to 1 share stock
split. As a result of the forward split, there are now
7,331,816.20 shares of Globalbot common stock issued and
outstanding.
In connection with the proposed spin-off, Quest will issue to
its shareholders of record on May 1, 2000 one common stock
share of Globalbot for every four common shares of Quest.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
REVENUE RECOGNITION
Revenue consist of monthly fees charged to customers for
internet advertisements. Internet advertisement revenue is
recognized in the period ads are run.
See Accountants' Report.
-8-
<PAGE> 39
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and Equipment are carried at cost and depreciated
over the estimated useful lives of the assets (5 to 10 years)
using the straight-line method. Expenditures for maintenance
and repairs are charged to expenses as incurred; major
replacements and improvements are capitalized. When items of
property or equipment are sold or retired, the related cost
and accumulated depreciation are removed from the accounts
and any gain or loss is included in income.
INCOME TAXES
The Company accounts for income taxes using Statement of
Financial Accounting Standards (SFAS) No. 109, ACCOUNTING FOR
INCOME TAXES, which requires recognition of deferred tax
assets and liabilities for the expected future tax
consequences of events that have been included in the
financial statements and tax returns. Under this method,
deferred tax assets and liabilities are determined based on
the difference between the financial statements and tax bases
of assets and liabilities (subject to a valuation allowance),
using enacted tax rates for the year in which the differences
are expected to reverse.
EARNINGS PER COMMON SHARE
Effective December 31, 1997, SFAS 128 "Earnings per Share"
requires the dual presentation of earnings per share-basic
and diluted. Basic earnings per common share has been
computed based on the weighted average number of common
shares outstanding. Diluted earnings per share reflects the
increase in weighted average common shares outstanding that
would result from the assumed exercise of outstanding stock
options. However, the Company has a simple capital structure
for the periods presented and, therefore, there is no
variance between the basic and diluted earnings per share.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values for financial instruments under
SFAS No. 107, Disclosures about Fair Market Value of
Financial Instruments, are determined at discreet points in
time based on relevant market information. These estimates
involve uncertainties and cannot be determined with
precision. The estimated fair values of the Company's
financial instruments, which includes all cash, accounts
receivables, accounts payable, and notes payable to
stockholders, approximates the carrying value in the
financial statements at June 30, 2000.
See Accountants' Report.
-9-
<PAGE> 40
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has adopted the following new accounting
pronouncements for the year ended December 31, 1998. There
was no effect on the financial statements presented from the
adoption of the new pronouncements. SFAS No. 130, "Reporting
Comprehensive Income," requires the reporting and display of
total comprehensive income and its components in a full set
of general-purpose financial statements. SFAS No.131,
"Disclosures about Segments of an Enterprise and Related
Information," is based on the "management" approach for
reporting segments. The management approach designates the
internal organization that is used by management for making
operating decisions and assessing performance as the source
of the Company's reportable segments. SFAS No. 131 also
requires disclosure about the Company's products, the
geographic areas in which it earns revenue and hold
long-lived assets, and its major customers. SFAS No. 132,
"Employers' Disclosures about Pensions and Other
Post-Retirement Benefits," which requires additional
disclosures about pension and other post-retirement benefit
plans, but does not change the measurement or recognition of
those plans
RECLASSIFICATIONS
Certain prior period amounts within the accompanying financial
statements have been reclassified to conform with the current
year presentation.
NOTE B - PROPERTY AND EQUIPMENT
Property and equipment, net, consist of the following as of
September 30, 2000:
Furniture and Fixtures $ 5,885
Equipment and software 62,748
---------
Total property and equipment 68,633
Less: Accumulated depreciation (19,330)
---------
Total property and equipment, net $ 49,303
=========
Depreciation expense totaled $2,891 for the three months ended
September 30, 2000.
See Accountants' Report
-10-
<PAGE> 41
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE C - COMMITMENTS & CONTINGENCIES
The Company entered into a two-year non-cancelable operating
lease for their office in Hallandale, Florida in June, 2000.
The lease expires in June, 2002. The minimum rental payments
on the non-cancelable operating leases with initial or
remaining lease terms in excess of one year are as follows:
Year Ending Office
----------- ------
June 30, 2001 $ 19,080
June 30, 2002 25,440
--------
Total $ 44,520
========
Rent expense was approximately $6,360 for the three months ended
September 30, 2000.
NOTE D - RELATED PARTY TRANSACTIONS
On May 15, 2000, June 6, 2000 and June 30, 2000, the Company
received $54,923, $4,035 and $33,028, respectively, for
working capital in exchange for promissory notes from
InfoDotCoza, Ltd.. In addition, on August 31, 2000 and
September 19, 2000, the Company received $5,000 and $7,975,
respectively, for working capital in exchange for promissory
notes from InfoDotCoza, Ltd. The notes are unsecured,
non-interest bearing and are due on demand. The $104,961 is
included in the accompanying balance sheet as notes payable,
related party.
Subsequent to September 30, 2000, the Company received
$11,975 for working capital in exchange for a promissory note
from InforDotCoza, Ltd.. The note is unsecured, non-interest
bearing and is due on demand.
On November 21, 2000, the promissory notes outstanding with
InforDotCoza, Ltd (Holder) were taken as consideration for a
Convertible Debenture. The debenture, with the principal sum
of $108,957.92, matures on January 31, 2001 and bears
interest of 12% per annum. The Holder has the right, at his
option, at any time prior to maturity, to convert the
principal amount and any accrued interest into shares of
common stock of the Company (at the rate of one share of
common stock for $.01). Such shares shall be constituted at
the date of conversion.
See Accountants' Report
-11-
<PAGE> 42
GLOBALBOT CORP.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE F - INCOME TAXES
The net effects of temporary differences between the carrying
amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes are
reflected in deferred income taxes. Significant components of
the Company's deferred tax assets and liabilities as of
September 30, 2000 are as follows:
Long-Term Deferred Tax Assets:
Net Operating Loss Carryforward $ 20,969
Depreciation 114
--------
Deferred Tax Asset 21,083
--------
Allowance for Deferred Tax Asset (21,083)
--------
Net Deferred Tax Asset $ --
========
As of September 30, 2000, the Company has net operating loss
carry forwards for income tax purposes of approximately
$20,969, which will expire in 2018.
See Accountants' Report
-12-
