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EXHIBIT-2.1
INFORMATION STATEMENT
QUEST NET CORP.
1250 EAST HALLANDALE BLVD., SUITE 502
HALLANDALE, FL 33009
_________________, 2001
Dear Quest Net Corp. Shareholder:
I am pleased to inform you that the Board of Directors of Quest Net
Corp. has approved a distribution to holders of our common stock.. Quest Net
Corp. intends to distribute all of the outstanding shares of common stock of
GlobalBot's subsidiary, GlobalBot, Corp ("GlobalBot") held by Quest Net Corp.
Quest Net Corp. currently owns approximately 80% of the outstanding shares of
GlobalBot. GlobalBot provides or will provide E-commerce services, primarily in
the area of sites for the sale of airplanes, yachts, motorbikes, and cars on the
Internet.
The distribution of the spin-off shares will be made on or before
________2001 to holders of record of Quest Net Corp. common stock as of May 1,
2000. Pursuant to the Spin-off, you will receive one share of GlobalBot common
stock for every four shares of Quest Net Corp. common stock you hold on the
record date. Holders of Quest Net Corp. common stock on the record date are not
required to take any action to participate in the Spin-off.
We believe that the Spin-off will meaningfully enhance value for Quest
Net Corp. stockholders and will give GlobalBot the financial and operational
flexibility to take advantage of significant growth opportunities in the
E-commerce business. We believe that separating the two companies will enhance
the ability of each of Quest Net and GlobalBot to focus on strategic initiatives
and new business opportunities, as well as to improve cost structures and
operating efficiencies and to design equity-based compensation programs targeted
to its own performance. In addition, we expect that the transition to an
independent company will heighten GlobalBot's management's focus, provide
GlobalBot with greater access to capital, and allow the investment community to
better measure GlobalBot's performance relative to its peers.
The enclosed Information Statement explains the proposed distribution
in detail and provides important financial and other information regarding
GlobalBot. We urge you to read this Information Statement carefully. A
shareholder vote is not required in connection with the Spin-off and,
accordingly, your proxy is not being sought. We thank you for your continued
support.
Very truly yours,
Quest Net Corp.
/s/ Charles Wainer
--------------------------------------------
President and Acting Chief Executive Officer
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INFORMATION STATEMENT RELATING TO THE SPIN-OFF OF
GLOBALBOT CORP. FROM QUEST NET CORP.
COMMON STOCK
(PAR VALUE $0.001 PER SHARE)
PRELIMINARY COPY, DATED December 21, 2000
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT ON FORM 10SB RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES WILL NOT BE ISSUED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRELIMINARY
INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY THESE SECURITIES.
Quest Net Corp. is sending you this information statement to describe
the pro rata distribution to Quest Net stockholders of approximately 80% of the
outstanding common stock of GlobalBot Corp. In this distribution, you will
receive one share of GlobalBot common stock, for every share of Quest Net common
stock that you held at the close of business on May 1, 2000. See "Questions and
Answers About the Spin-off" beginning on page 1.
GlobalBot is currently an 80% owned subsidiary of Quest Net Corp. and
is a provider of Internet content, E-commerce and search engine development. See
"Business" beginning on page 27.
The distribution of GlobalBot shares will be effected on __________,
2001. You do not have to take any action to receive your GlobalBot shares. You
will not be required to pay anything or to surrender your GlobalBot shares. The
number of Quest Net Corp. shares that you own will not change because of the
Spin-off.
There is no current public trading market for the GlobalBot shares,
although a trading market may develop subsequent to completion of the Spin-off.
After completion of the "spin-off", we will seek to have our common stock
approved for quotation on the Nasdaq OTCBB.. See "The Spin-off" beginning on
page 15. If you have any questions regarding the spin-off, you may contact
Rebecca J. Del Medico, Esq. at 6281 Floridian Circle, Lake Worth, Florida 33463
or by telephone at (561) 964-6622.
NO VOTE OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE SPIN-OFF. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR YOUR
SHARE CERTIFICATES.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN THIS INFORMATION
STATEMENT BEGINNING ON PAGE 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER THIS
INFORMATION STATEMENT OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS INFORMATION STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES.
THE DATE OF THIS INFORMATION STATEMENT IS _________2001
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GLOBALBOT, CORP
INFORMATION STATEMENT
TABLE OF CONTENTS
Page
----
Questions And Answers About The Spin-off................................ 1
Summary................................................................. 4
Summary Financial Data.................................................. 6
Risk Factors............................................................ 8
The Spin-off............................................................ 15
Material Federal Income Tax Consequences................................ 16
Capitalization.......................................................... 17
Selected Financial Information.......................................... 18
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations............................................. 18
Business................................................................ 27
Management.............................................................. 30
Principal Shareholders.................................................. 31
Certain Transactions.................................................... 33
Description Of Securities............................................... 34
Dividend Policy......................................................... 34
Indemnification Of Directors And Officers............................... 35
Where You Can Find More Information..................................... 36
Experts................................................................. 36
Legal Matters........................................................... 36
Report Of Independent Certified Public Accountants...................... F-1
Financial Statements.................................................... F-2
ii
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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF
The following section answers various questions that you may have with
respect to the pro rata distribution to Quest Net Corp. stockholders of
approximately 80% of the outstanding shares of GlobalBot common stock. We refer
to this distribution in this document as the "Distribution".
Q: WHY IS QUEST NET CORP. AFFECTING THE SPIN-OFF?
A: Quest Net Corp.'s board of directors and management believe that the
Spin-off is in the best interests of Quest Net Corp., GlobalBot, and Quest Net
Corp. stockholders. Quest Net Corp.'s' board of directors and management believe
that separating GlobalBot from the rest of Quest Net Corp.'s businesses will
allow both GlobalBot and Quest Net Corp. to focus on their respective businesses
and provide them with the flexibility to pursue different strategies and react
quickly to changing market environments. GlobalBot's business is a distinct
business with significant differences from Quest Net Corp.'s other operations
with respect to its markets, capital needs and plans for growth. Quest Net
Corp.'s board of directors and management believe that the Spin-off will enhance
the ability of each of GlobalBot and Quest Net Corp. to focus on strategic
initiatives and new business opportunities, improve cost structures and
operating efficiencies and design equity-based compensation programs targeted to
its own performance. In addition, Quest Net Corp.'s' board of directors expects
that the transition to an independent company will heighten GlobalBot
management's focus, provide GlobalBot with greater access to capital, and allow
the investment community to measure GlobalBot's performance relative to its
peers. For a more detailed discussion of the reasons for the Spin-off, see "The
Spin-off -- Reasons for the Spin-off" on page 15.
Q: WHEN WILL THE SPIN-OFF OCCUR?
A: We currently anticipate completing the Spin-off on _______________,
2000
Q: WHAT BUSINESS WILL GLOBALBOT CONDUCT FOLLOWING THE SPIN-OFF?
A: After the Spin-off, GlobalBot will continue operating its current
business. See "Summary -- GlobalBot's Business" on page 5, "The Spin-off --
Results of the Spin-off" beginning on page 15 and "Our Business" beginning on
page 28.
Q: WHAT WILL HAPPEN TO QUEST NET CORP. AND MY EXISTING QUEST NET CORP.
COMMON STOCK?
A: Quest Net Corp. will continue to own and operate its other business.
Quest Net Corp. stock will continue to trade on the Nasdaq OTCBB under the
symbol "QNET". The spin-off will not affect the number of outstanding shares of
Quest Net Corp. stock or any rights of Quest Net Corp. shareholders.
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Q: WHAT WILL I RECEIVE AS A RESULT OF THE SPIN-OFF?
A: For every four shares of Quest Net Corp. common stock that you owned of
record on May 1, 2000, you will receive one share of GlobalBot common stock. For
example, if you owned 400 shares of Quest Net Corp. common stock on May 1, 2000,
you will receive 100 shares of GlobalBot common stock.
Q: WHAT DO I HAVE TO DO TO RECEIVE MY GLOBALBOT SHARES?
A: Nothing. If you are a record holder of Quest Net Corp. stock, you will
receive from GlobalBot's transfer agent shortly after _____________, 2001 a
certificate for the GlobalBot shares distributed to you. If you are not a record
holder of Quest Net Corp. stock because your stockbroker or other nominee holds
such shares on your behalf, your GlobalBot share certificates will be issued in
street name and forwarded to your brokerage firm or nominee on or
about___________, 2001. It is the responsibility of you brokerage firm or
nominee to credit your account.
Q: WHEN WILL I RECEIVE MY GLOBALBOT SHARES?
A: If you hold your Quest Net Corp. shares in your own name, your
certificates will be mailed to you on or about __________, 2001 You should allow
several days for the mail to reach you.
If you hold your Quest Net Corp. shares through your stockbroker, bank
or other nominee, you are probably not a stockholder of record and your receipt
of GlobalBot shares depends on your arrangements with the nominee that holds
your Quest Net Corp. shares for you. You should check with your stockbroker,
bank, or other nominee. See "The Spin-off -- Manner of Effecting the Spin-off"
on page 15.
Q: HOW WILL THE SPIN-OFF AFFECT THE MARKET PRICE OF MY QUEST NET CORP.
SHARES?
A: Following the Spin-off, Quest Net Corp. shares will continue to be
listed and traded on the OTCBB under the symbol "QNET". Because of the Spin-off,
the trading price of Quest Net Corp. shares immediately following the Spin-off
will likely be lower than immediately prior to the Spin-off. Until the market
has fully analyzed the operations of Quest Net Corp. without the operations of
GlobalBot, the price of Quest Net Corp. shares may fluctuate significantly. See
"The Spin-off -- Trading of Our Common Stock" beginning on page 16.
Q: WHERE WILL MY GLOBALBOT SHARES BE TRADED?
A: There is no current public trading market for the GlobalBot shares,
although a trading market may develop subsequent to completion of the Spin-off.
After completion of the spin-off, we will seek to have the GlobalBot common
stock approved for quotation on the Nasdaq OTCBB. See " The Spin-off -- Trading
of Our Common Stock" beginning on page 16.
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Q: WHAT IF I SOLD MY QUEST NET CORP. SHARES AFTER MAY 1, 2000?
A: If you were a holder of record or, if the shares were held by a
nominee, for your benefit, on May 1, 2000, you are entitled to receive the
GlobalBot distribution.
Q: WILL GLOBALBOT PAY DIVIDENDS?
A: We do not expect to pay cash dividends on our stock for the foreseeable
future. The declaration and payment of dividends is at the discretion of
GlobalBot's board of directors and will be subject to GlobalBot's financial
results and the availability of surplus funds to pay dividends. The amount of
quarterly cash dividends, if any, will depend on a number of factors, including
GlobalBot's financial condition, capital requirements, results of operations,
future business prospects and other factors GlobalBot's board of directors may
deem relevant, no assurance can be given that GlobalBot will pay any dividends.
See "Risk Factors -- Absence of Dividends" on page 14 and "Dividend Policies" on
page 34.
Q: WILL I HAVE TO PAY TAXES ON THE GLOBALBOT SHARES THAT I RECEIVE?
A: Alberni & Alberni, P.A., independent certified public accountants, has
issued an opinion to the effect that the Spin-off should be tax-free to Quest
Net Corp. shareholders and to Quest Net Corp. for federal income tax purposes.
If you have any questions, please consult your tax advisor. See "Risk Factors --
Failure to Qualify as a Tax-Free Transaction Could Result in Substantial
Liability" beginning on page and "The Spin-off -- Federal Income Tax
Consequences of the Spin-To Quest and Quest Shareholders" beginning on page 8.
Q: WILL THERE BE ANY CHANGE IN THE UNITED STATES FEDERAL TAX BASIS OF MY
QUEST NET CORP. SHARES AS A RESULT OF THE SPIN-OFF?
A: Yes, your tax basis in your Quest Net Corp. shares will be reduced. You
will need to consult you tax advisor to help you calculate the adjusted tax
basis for your Quest Net Corp. shares, as well as the tax basis for your
GlobalBot shares. See "The Spin-off -- Federal Income Tax Consequences of the
Spin-off To Quest and Quest Shareholders" beginning on page 8.
Q: WHERE CAN I GET MORE INFORMATION?
A: If you have any questions relating to the Spin-off, the mechanics of
the Spin-off and the delivery of account statements or the trading of Quest Net
Corp. or GlobalBot shares prior to the Spin-off, you can contact:
Rebecca J. Del Medico, Esq.
6281 Floridian Circle
Lake Worth, Florida 33463
(954) 457-0900
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After the Spin-off, GlobalBot stockholders with inquiries relating to
the Spin-off can contact:
GlobalBot Corp.
1250 East Hallandale Blvd., Suite #602,
Hallandale, Florida 33009
Or by Email [email protected]
SUMMARY
This summary highlights selected information contained elsewhere in
this document. It is not complete and may not contain all of the information
that is important to you. To better understand the Spin-off and GlobalBot, you
should read this entire document carefully, including the risks described
beginning on page 8 and the consolidated financial statements and the notes
thereto beginning on page F-1.
This information statement contains certain "forward-looking
statements" concerning our operations, performance, and financial condition,
including our future economic performance, plans, and objectives and the
likelihood of success in developing and expanding our business. These statements
are based upon a number of assumptions and estimates, which are subject to
significant uncertainties, many of which are beyond our control. The words
"may", "would", "could", "will", "expect", "anticipate", "believe", "intend",
"plan", "estimate", and similar expressions are meant to identify such
forward-looking statements. Actual results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to, those
set forth in the section entitled "Risk Factors". These forward-looking
statements reflect our views only as of the date of this information statement.
We undertake no obligation to update such statements or publicly release the
result of any revisions to these forward-looking statements, which we may make
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
WHY WE SENT THIS DOCUMENT TO YOU
Quest Net Corp. sent you this document because you were an owner of
Quest common stock on May 1, 2000. This entitles you to receive a pro rata
distribution of one share of common stock of GlobalBot Corp. which is currently
an 80% owned subsidiary of Quest, for every four Quest shares you owned on that
date. We refer to this distribution in this document as the "Distribution". No
action is required on your part to participate in the Spin-off and you do not
have to pay cash or other consideration to receive your GlobalBot shares.
This document describes GlobalBot's business, the relationship between
Quest and GlobalBot, and how this transaction benefits Quest and its
stockholders, and provides other information to assist you in evaluating the
benefits and risks of holding or disposing of the GlobalBot shares that you will
receive in the Spin-off. You should be aware of certain risks relating to the
Spin-off and GlobalBot's business, which are described in this document
beginning on page 8.
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GLOBALBOT'S BUSINESS
GlobalBot Corp. was incorporated in Florida on September 17, 1998, as a
wholly owned subsidiary of Quest Net Corp. We are an E-commerce web site that
sells advertising space on its web site to individuals and dealers who wish to
sell their aircrafts.
GlobalBot will provide four distinct and unique web sites that enable
users to post, delete and change their advertisements while also having the
opportunity to browse the site and obtain valuable information related to the
industry of their choice. While GlobalBot is working to develop Boatsonline,
Carsonline & Motorbikesonline, Wingsonline.com has been a fully functional web
site that is one of the top ten Internet sites in the aircraft market today.
Wingsonline.com advertises an assortment of aircrafts for sale as well as other
aviation services. Furthermore, we also offer our customers an option to have
their own company banner or link ad created that can link to external sites or
internal pages.
Based on the success of our Wingsonline.com, site, the growing scale of
our site and its financial performance, we are focused and committed to apply
the same business model for Boatsonline, Carsonline, and Motorbikesonline. We
value our relationship with our consumers and we consider them the core element
to our business success. That is why we strive to ensure that all customers are
assisted in a timely and professional manner.
ADDRESS AND TELEPHONE NUMBER
Our principal executive offices are located at 1250 East Hallandale
Blvd., Suite #602, Hallandale, Florida 33009. Our telephone number at that
address is (954) 458-9490.
All references to "we", "us", "our", "GlobalBot" or "the Company" in
this information statement means GlobalBot, Corp
THE SPIN-OFF:
<TABLE>
<CAPTION>
<S> <C>
COMPANY DOING THE SPIN-OFF: Quest Net Corp., a Florida corporation.
COMPANY RESULTING FROM THE SPIN-OFF. GlobalBot, Corp, a Florida corporation.
CONDITIONS TO THE SPIN-OFF: None
SPIN-OFF RATIO: One share of our common stock for every four shares of
Quest Net Corp. common stock held of record on the
spin-off record date.
SPIN-OFF RECORD DATE: May 1, 2000 (5:00 p.m. Florida time).
SPIN-OFF EFFECTIVE DATE: __________, 2001. The dividend agent will commence
mailing our common stock certificates on this date.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
DIVIDEND AGENT: The dividend agent is Florida Atlantic Stock Transfer,
Inc. The address and telephone number of the dividend
agent is 7130 Nob Hill Road, Tamarac, Florida 33321,
(954) 726-6305.
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES TO GLOBALBOT
SHAREHOLDERS: Alberni & Alberni, P.A. has issued an opinion to
GlobalBot to the effect that, for federal income tax
purposes, the spin-off should qualify as a tax-free
distribution to the shareholders of Quest Net Corp. under
Section 355 of the Internal Revenue Code. Therefore, you
should not incur federal income tax upon the receipt of
our common stock in the spin-off. See "The
Spin-off--Material Federal Income Tax Consequences".
TRADING MARKET FOR
OUR COMMON STOCK: We will seek to have our common stock approved for
quotation on the Nasdaq OTCBB after completion of the
spin-off. Prior to the spin-off, there will be no public
trading market for our common stock. See "Risk
Factors--An Active Trading Market May Not Develop for Our
Common Stock" and "--Absence of Dividends" and "The
Spin-Off--Trading of Our Common Stock".
TRANSFER AGENT AND REGISTRANT
FOR OUR COMMON STOCK: Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill Road
Tamarac, Florida 33321, (954) 726-6305.
RELATIONSHIP BETWEEN QUEST NET
CORP. AND GLOBALBOT AFTER THE
SPIN-OFF: After the spin-off, Quest Net Corp. and GlobalBot will
operate independently of each other as separate public
companies.
</TABLE>
SUMMARY FINANCIAL DATA
The summary financial data of GlobalBot set forth below is qualified in
its entirety by, and should be read in conjunction with, the Financial
Statements of GlobalBot, including the Notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of
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Operations" included elsewhere in this document. The income statement data for
each of the two fiscal years ended June 30, 1999 and June 30, 2000 are derived
from, and are qualified by reference to, the financial statements included
elsewhere in this document that have been audited by Alberni & Alberni, P. A.,
GlobalBot's independent certified public accountants.
SELECTED INCOME STATEMENT DATA:
<TABLE>
<CAPTION>
Year Ended June 30 Three Month Ended September 30
------------------------------- -------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Sales ................ $ 127,289 $ 105,169 $ 23,618 $ 44,282
Cost of Sales ........ $ 27,153 $ 19,316 $ 7,594 $ 5,917
Gross Profit ......... $ 100,136 $ 85,853 $ 16,024 $ 38,365
Expenses ............. $ 139,498 $ 78,470 $ 35,273 $ 22,473
Net Income (Loss) .... $ (39,362) $ 7,383 $ (19,249) $ 15,892
Basic Earnings per
Common Share ........ $ (.005) $ .007 $ (.003) $ .016
Basic weighted average
common shares
outstanding ........ 7,332,816 1,000,000 7,332,816 1,000,000
</TABLE>
SELECTED BALANCE SHEET DATA:
June 30, 2000 September 30,2000
------------- -----------------
(unaudited)
Cash .............................. $ 7,385 $ 4,857
Total Current Assets .............. $ 14,752 $ 8,814
Total Assets ...................... $ 66,325 $ 62,927
LIABILITIES AND SHAREHOLDER EQUITY:
Current Liabilities ............... $104,287 $120,138
Stockholders' Equity .............. $ 66,325 $ 62,927
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RISK FACTORS
You should carefully consider each of the following risks and all of
the other information in this information statement. Some of the following risks
relate principally to the spin-off while other risks relate principally to our
business in general and the industry in which we operate. Finally, other risks
relate principally to the securities markets and ownership of our common stock.
The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our business. If
any of the following risks and uncertainties develops into actual events, our
business, financial condition, or results of operations could be materially
adversely affected. If that happens, the trading price of our common stock could
decline.
This information statement contains forward-looking statements that
involve risks and uncertainties. You should not rely on these forward-looking
statements. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Our actual results could differ materially from those anticipated in
the forward-looking statements for many reasons, including the risks faced by us
described below and elsewhere in this information statement.
RISKS RELATING TO THE SPIN-OFF
FEDERAL TAX CONSEQUENCES OF THE SPIN-OFF TO QUEST NET AND QUEST NET
SHAREHOLDERS.
Alberni & Alberni, P. A. has issued an opinion to GlobalBot to the
effect that the spin-off should be tax-free to Quest Net Corp. and to Quest Net
Corp. shareholders. We have not requested a ruling from the Internal Revenue
Service relating to the tax consequences of the spin-off. Alberni & Alberni's
opinion is not binding on the Internal Revenue Service or the courts. If it is
determined that the spin-off is not a tax-free spin-off, then:
o Quest Net Corp. would recognize a gain equal to the excess of the fair
market value of the GlobalBot common stock distributed to its shareholders over
Quest Net's basis in the GlobalBot common stock; and
o Each U.S. holder of Quest Net common stock would be generally treated
as if such shareholder had received a taxable dividend, to the extent of
earnings and profits, in an amount equal to the fair market value of the
GlobalBot common stock received.
THE COMBINED POST-SPIN-OFF VALUE OF QUEST NET CORP. AND GLOBALBOT SHARES MAY NOT
EQUAL OR EXCEED THE PRE-SPIN-OFF VALUE OF QUEST NET CORP. SHARES.
After the spin-off, we anticipate that shares of Quest Net Corp. common
stock will continue to be traded on the Nasdaq OTCBB and we expect that shares
of GlobalBot common stock will also be traded on the Nasdaq OTCBB. We cannot
assure you that a market for GlobalBot stock will develop or that the combined
trading prices of Quest Net Corp. common stock and GlobalBot common
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stock after the spin-off will be equal to or greater than the trading price of
Quest Net Corp. common stock prior to the spin-off.
CREDITORS OF QUEST NET CORP. AT THE TIME OF THE SPIN-OFF MAY CHALLENGE THE
SPIN-OFF.
If a court in a lawsuit by an unpaid creditor or representative of
creditors of Quest Net Corp., such as a trustee in bankruptcy, were to find that
among other reasons, at the time of the spin-off, Quest Net Corp. or GlobalBot:
was insolvent;
O was rendered insolvent by reason of the spin-off;
O was engaged in a business or transaction for which GlobalBot's
or
O GlobalBot's remaining assets constituted unreasonably small
capital; or
O intended to incur, or believed it would incur, debts beyond
its ability to pay such debts as they matured.
The court may be asked to void the spin-off (in whole or in part) as a
fraudulent conveyance. The court could then require that the shareholders return
some or all of the shares of GlobalBot common stock, or require Quest Net or
GlobalBot, as the case may be, to fund certain liabilities of the other company
for the benefit of creditors. The measure of insolvency for purposes of the
foregoing will vary depending upon the jurisdiction whose law is being applied.
Generally, however, each of Quest Net Corp. and GlobalBot, as the case may be,
would be considered insolvent if the fair value of its assets were less than the
amount of its liabilities or if it incurred debt beyond its ability to repay
such debt as it matures.
RISK FACTORS RELATING TO OUR BUSINESS AND OUR SECURITIES
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS.
We have a limited operating history. Quest Net's lack of financial and
management resources has hindered our growth and development. Due to our minimal
operations, we have a limited history of addressing material risks in our
business. As a new business, we are subject to all of the substantial risks
inherent in the commencement of a new business enterprise. These include, but
are not limited to, unexpected product development, marketing and customer
support problems, increased competition and lack of credibility with customers
and suppliers. There can be no assurance that we will be able to achieve market
acceptance or that we will be able to generate the necessary revenues or prove
to be profitable.
Additionally, we have minimal business history that investors can
analyze to help them decide whether or not to invest in us. Any investment in us
should be considered a high-risk investment because investors will be placing
their funds at risk in an unseasoned development stage company with unforeseen
costs, expenses and problems often experienced by development stage companies.
Potential investors should be aware of the difficulties encountered by any new
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enterprise in its early stages particularly companies in new and rapidly
evolving markets such as online commerce. Set forth below is a brief summary of
risks, expenses, and problems frequently encountered by companies such as
GlobalBot.
These risks are magnified by the fact that we are operating in the
highly competitive E-commerce market. These risks include our potential
inability to:
O attract, retain and motivate qualified personnel;
O expand our operations, sales and support staff;
O obtain financing to expand our business;
O increase the scale of our operations;
O maintain sufficiently high employee utilization;
O respond effectively to competitive pressures;
O continue to develop and upgrade our services;
O satisfy legal and regulatory requirements;
O develop, retain and/or increase our customer base ;
O anticipate and adapt to a developing market; and the level of
use of the Internet and online services for the purchase, sale
and resale of consumer products.
O Introduce and develop different or more extensive
electronic-commerce networks than our direct and indirect
competitors, particularly in light of the fact that most of
such competitors are much larger and have greater financial,
technical, and marketing resources than we do.
To address these risks we must, among other things, develop, maintain
and increase our customer base, continue to develop and upgrade our technology,
respond to competitive developments, and attract, retain and motivate qualified
personnel. There can be no assurance we will be successful in addressing such
risks, and any failure to do so could have a material adverse effect on our
business, results of operations and financial condition. For more information
about GlobalBot, and its financial condition, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations", "Business", and
"Financial Statements".
IF USE OF THE INTERNET DOES NOT GROW, OUR BUSINESS COULD BE HARMED
Our success is highly dependent upon continued growth in the use of the
Internet generally. Internet use by consumers is in an early stage of
development, and market acceptance
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of the Internet as a medium for content, advertising and electronic commerce is
highly uncertain. A number of factors may inhibit the growth of Internet usage,
including:
O inadequate network infrastructure,
O security concerns;
O inconsistent quality of service, and
O limited availability of cost-effective, high-speed access.
If these or any other factors cause use of the Internet to slow or decline, our
results of operations could be adversely affected.
OUR ARTICLES OF INCORPORATION ALLOW AUTHORIZATION AND DISCRETIONARY ISSUANCE OF
PREFERRED STOCK/BARRIERS TO TAKEOVER
Our Articles of Incorporation authorize the issuance of "blank check"
preferred stock with such designations, rights, and preferences as the Board of
Directors may determine from time to time. Accordingly, the board of directors
is empowered, without stockholder approval, to designate and issue additional
series of preferred stock with dividend, liquidation, conversion, voting or
other rights, including the right to issue convertible securities with no
limitations on conversion, which could adversely affect the voting power or
other rights of the holders of our common stock, substantially dilute the common
shareholder's interest and depress the price of our common stock. In addition,
issuance of the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of
GlobalBot. We have, in the past, issued Convertible Preferred Stock without a
limit on the number of shares that can be issued upon conversion and may
continue to do so in the future. See "Description of Securities"
WE HAVE LIMITED MARKETING AND SALES CAPABILITY.
Because of our limited working capital in the past, we have not had the
resources to develop a marketing and sales force. In order to increase our
revenues, we will have to develop a marketing and sales force with technical
expertise and marketing capability. There can be no assurance that we will be
able to establish such sales force or that we will be successful in gaining
market acceptance for our services. There can be no assurance that we will be
able to obtain and retain a qualified Director of Sales, further develop our
sales force or obtain and retain qualified sales personnel on acceptable terms,
if at all or that any of our proposed marketing schedules or plans can or will
be met. To the extent that we arrange with third parties to market our services,
the success of such products may depend on the efforts of such third parties See
"Business-Sales and Marketing".
11
<PAGE> 15
ANTI-TAKEOVER MEASURES IN OUR CERTIFICATE OF INCORPORATION COULD ADVERSELY
AFFECT THE VOTING POWER OF THE HOLDERS OF THE COMMON STOCK.
Our Certificate of Incorporation authorizes anti-takeover measures like
the authority to issue "blank check" preferred stock. Those measures could have
the effect of delaying, deterring, or preventing a change in control without any
action by the shareholders. In addition, issuance of preferred stock, without
shareholder approval, on such terms as the board of directors may determine,
could adversely affect the voting power of the holders of the common stock,
including the loss of voting control to others. See "Description of Securities".
OUR DATA CENTERS AND THE NETWORKS ON WHICH WE RELY ARE SENSITIVE TO HARM FROM
HUMAN FACTIONS AND NATURAL DISASTERS. ANY RESULTING DISRUPTION COULD
SIGNIFICANTLY DAMAGE OUR BUSINESS AND REPUTATION.
Our reputation for providing reliable service largely depends on the
performance and security of our provider's data centers equipment and the
network infrastructure on which we rely. Our E-commerce site and our customers'
information are subject to damage and unauthorized access from human error and
tampering, breaches of security, natural disasters, power loss, capacity
limitations, software defects, telecommunications failures, intentional acts of
vandalism, including computer viruses, and other factors that have caused, and
will continue to cause, interruptions in service or reduced capacity for our
customers.
Despite precautions we have taken and plan to take, the occurrence of a
security breach, a natural disaster, interruption in service or other
unanticipated problems could seriously damage our business and reputation and
cause us to lose customers. Additionally, the time and expense required to
eliminate computer viruses and alleviate other security problems could be
significant and could impair our service quality.
We could not provide adequate service to our customers if we were
unable to secure sufficient network capacity to meet our future needs on
reasonable terms or at all.
At present, our business, in large part, depends on Internet network
access services we receive from others. Any disruption of these services or
their inability to maintain their peering relationships could be costly and
harmful to our business.
WE ARE DEPENDENT ON OUR SUPPLIERS
We rely on third-party networks, local telephone companies, and other
companies to provide data communications capacity. Although management feels
alternative telecommunications facilities could be found in a timely manner, any
disruption of these services could harm our business and have an adverse effect
on our operating results.
THERE IS INTENSE COMPETITION IN THE E-COMMERCE MARKET.
The Internet E-commerce market is relatively new, intensely
competitive, and rapidly changing. We expect competition to continue and
intensify which may adversely affect our ability to maintain or increase our
market share. To be competitive, we must respond effectively to our competitors'
innovations by continuing to enhance our services, and expand our sales
channels. Any pricing pressures, reduced margins, or loss of market share
resulting from our failure to
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<PAGE> 16
compete effectively could materially adversely affect our business. Furthermore,
we believe the barriers to entry into our markets are relatively low, which
enable new competitors to offer competing services. Current or future
competitors may develop or offer services that are comparable or superior to
ours at a lower price, which could result in a decrease in our revenues and the
value of your investment. Many of our current and potential competitors have
longer operating histories and substantially greater financial, marketing,
technical, and other resources than us. Such competitors may attempt to increase
their presence in our markets by offering new or improved services to our
customers or increasing their efforts to gain and retain market share through
competitive pricing.
WE MAY BE SUBJECT TO PENNY STOCK REGULATIONS AND RESTRICTIONS
The Securities Exchange Commission (the "Commission") has adopted
regulations, which generally define Penny Stocks to be an Equity Security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exemptions. There is presently no trading
marker for our common stock. If, once a market develops, our stock has a market
price less than $5.00 per share, it will be designated as a Penny Stock.
Such a designation requires any broker or dealer selling such
securities to disclose certain information concerning the transaction, obtain a
written agreement from the purchaser, and determine that the purchaser is
reasonably suitable to purchase such securities. These rules may restrict the
ability of Broker / Dealers to sell our common stock and may affect the ability
of Investors to sell their shares.
AN ACTIVE TRADING MARKET MAY NOT DEVELOP FOR OUR COMMON STOCK.
There is no public market for our common stock. We are seeking to have
our common stock included for quotation on the Nasdaq OTCBB. We cannot assure
you that an active trading market in the common stock will develop or, if one
develops, that it will be sustained. Until the time that the spin-off has been
completed, our common stock is fully distributed, and an orderly market
develops, various conditions may adversely affect the trading price of our
common stock. These conditions include, among others, investor perception about
us and general economic and market conditions.
OUR STOCK PRICE MAY BE VOLATILE.
If a trading market develops, the market price of our common stock may
be volatile as the stock market in general has been volatile. In addition, the
stock prices for many technology and Internet-related companies have experienced
wide fluctuations, which often have been unrelated to operating performance.
Investors may not be able to resell their shares of common stock at acceptable
prices following periods of volatility because of the market's adverse reaction
to such volatility. Factors that could cause volatility in our stock price
include, among other things:
O * Actual or anticipated variations in quarterly results;
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<PAGE> 17
O * Variations in our operating results which may cause us to
fail to meet analysts' or investors' expectations;
O * Changes in earnings estimates or recommendations by
securities analysts;
O * Conditions or trends in the Internet services industry;
O * Changes in the market valuations of, and earnings and other
announcements
by, providers of Internet professional services;
O * Announcements by us or our competitors of technological
innovations;
O * Additions or departures of our key personnel; and
O * Volume and timing of sales of our common stock.
OUR PRINCIPAL STOCKHOLDER MAY BE ABLE TO EFFECTIVELY EXERCISE CONTROL OVER ALL
MATTERS SUBMITTED TO A VOTE OF STOCKHOLDERS.
Our principal stockholder InfoDotCoza, (Pty) Ltd., beneficially owns
1,466,363 shares (20%) of our outstanding common stock. In addition, it hold a
Convertible Debenture which, it 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). After conversion, without giving effect to accrued interest,
InfoDotCoza would be entitled to receive an additional 10,895,792 shares of our
common stock.
InfoDotCoza will be able to effectively control most matters
requiring approval by our stockholders, including the election of our Board of
Directors. InfoDotCoza can designate the members of our Board of Directors and
can decide our operations and business strategy. You may disagree with t
InfoDotCoza decisions. Even if you do not like our Directors, you will not be
able to remove them from office.
Additionally, such persons would be able to influence significantly
a proposed amendment to our charter, a merger proposal, a proposed sale of
assets or other major corporate transaction or a non-negotiated takeover
attempt. Their influence may not be beneficial to you. If they prevent or delay
a merger or takeover, you may not realize the premium return that stockholders
may realize in conjunction with corporate takeovers.
ABSENCE OF DIVIDENDS.
We have never paid, and do not anticipate paying any cash dividends on
our common stock.
THIS INFORMATION STATEMENT INCLUDES FORWARD-LOOKING STATEMENTS, WHICH COULD
DIFFER FROM ACTUAL FUTURE RESULTS.
Some of the information in this Information Statement may contain
forward-looking statements. Such statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect", "anticipate",
"continue", or other similar words. These statements discuss future
expectations, contain projections of results of operations or of financial
condition, or state other "forward-looking" information.
Examples of forward-looking statements include discussions relating to:
14
<PAGE> 18
O Plans to expand our existing wireless operations;
O Plans to enter the international optical fiber market;
O Introductions of new products and services;
O Estimates of market sizes and addressable markets for our
services and products;
O Anticipated revenues from designated markets during 2000 and
later years.
We wish to caution you that all the forward-looking statements
contained in this Information Statement are only estimates and predictions. Our
actual results could differ materially from those anticipated in the
forward-looking statements due to risks, uncertainties, or actual events
differing from the assumptions underlying these statements. Such risks,
uncertainties, and assumptions include, but are not limited to, those discussed
in this Information Statement.
THE SPIN-OFF
REASONS FOR THE SPIN-OFF.
Due to Quests lack of working capital, in the past GlobalBot has had
minimal management and financial resources devoted to it. The spin-off will
allow us to focus solely on our E- Commerce business which requires a sales and
marketing effort that is distinct from Quest's. In addition, once we
disassociate ourselves from Quest, we believe that we will be able to raise
capital more easily as a separate publicly traded E- Commerce company, and
therefore will be able to provide better incentives for our employees
MANNER OF EFFECTING THE SPIN-OFF.
The spin-off will be affected by a stock dividend paid to each holder
of record of Quest common stock. The spin-off ratio will be one share of our
common stock for every four shares of Quest Net Corp. common stock owned of
record on May 1, 2000, the holder will receive one share of GlobalBot common
stock. Quest shareholders will not be required to pay for shares of GlobalBot
common stock received in the spin-off. Additionally, Quest shareholders will not
need to surrender or exchange Quest common stock in order to receive shares of
our common stock. All shares of our common stock received by Quest shareholders
in connection with the spin-off will be fully paid and non-assessable. Quest
shareholders do not have any appraisal rights in connection with the spin-off.
The dividend agent is Florida Atlantic Stock Transfer, Inc. The address
and telephone number of the dividend agent is 7130 Nob Hill Road, Tamarac,
Florida 33321, (954) 726-6305.
RESULTS OF THE SPIN-OFF.
Following the spin-off, we will be a separate, publicly traded company.
Immediately after the spin-off, based on the number of outstanding shares of
Quest on May 1, 2000, we expect to have approximately 7,331,816 shares of common
stock outstanding, held by approximately 300 record holders. Any shares not
dividend to Quest shareholders will be returned to GlobalBot for cancellation.
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<PAGE> 19
The spin-off will not affect the number of outstanding shares of Quest
common stock or any rights of Quest shareholders.
TRADING OF OUR COMMON STOCK.
We will seek to have our common stock approved for quotation on the
Nasdaq OTCBB after completion of the spin-off. Prior to the spin-off, and the
approval for quotation, there will be no public trading market for our common
stock. See "Risk Factors--An Active Trading Market May Not Develop for Our
Common Stock" and "--Absence of Dividends".
The shares of our common stock issued to Quest shareholders will be
freely transferable, except for shares received by persons who may be deemed our
"affiliates" under the Securities Act. Persons who may be deemed our affiliates
after the spin-off generally include individuals or entities that control, are
controlled by, or are under common control with us and may include certain of
our officers and directors. Persons who are our affiliates will be permitted to
sell their shares of our common stock only pursuant to an effective registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act, such as the exemptions afforded by Section
4(1) of the Securities Act and Rule 144 under the Securities Act (with the
exemption under Rule 144 not available until 90 days after the date of this
information statement). For a discussion of certain uncertainties that should be
considered with regard to our common stock, see "Risk Factors--An Active Trading
Market May Not Develop for Our Common Stock".
MATERIAL FEDERAL INCOME TAX CONSEQUENCES.
Alberni & Alberni, P.A., independent certified public accountants, has
issued an opinion to the effect that the Spin-off should be tax-free to Quest
Net Corp. shareholders and to Quest Net Corp. for federal income tax purposes
under Section 355 of the Internal Revenue Code. The following is a summary of
the material federal income tax consequences to Quest shareholders and Quest
expected to result from the spin-off.
A Quest shareholder should not recognize any taxable gain or loss as a
result of the spin-off.
o A Quest shareholder should apportion the tax basis for his Quest stock
on which our common stock is distributed between the Quest stock and our common
stock received in the spin-off in proportion to the relative fair market values
of Quest stock and our common stock on the date of the spin-off.
The holding period for our common stock received by a Quest shareholder
in the spin-off should include the period during which he or she held the Quest
stock on which our common stock is distributed, if such holder holds the Quest
stock as a capital asset on the date of the spin-off.
Quest should not recognize any gain or loss as a result of the
spin-off. Current Treasury regulations require each Quest shareholder who
receives our common stock in the spin-off to attach to his or her federal income
tax return for the year in which the spin-off occurs, a detailed statement
setting forth such data as may be appropriate in order to show the applicability
of
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<PAGE> 20
Section 355 of the Internal Revenue Code to the spin-off. GlobalBot, upon
written request, will provide the appropriate information to each shareholder of
record on May 1, 2000.
The summary of federal income tax consequences set forth above is for
general information only and may not be applicable to shareholders who receive
their shares of our common stock through the exercise of employee stock options
or otherwise as compensation or who are otherwise subject to special treatment
under the Internal Revenue Code. All shareholders should consult their own tax
advisors as to the particular tax consequences to them, including the
applicability and effect of state, local and foreign tax laws.
REASONS FOR FURNISHING THIS INFORMATION STATEMENT.
This information statement is being furnished solely to provide
information to Quest shareholders about, subject to the satisfaction of the
spin-off conditions, the receipt of our common stock pursuant to the spin-off.
It is not, and is not to be construed as, an inducement or encouragement to buy
or sell any of our securities or those of Quest. The information contained in
this information statement is believed by Quest and us to be accurate as of the
date set forth on the front cover. Changes may occur after that date, and
neither Quest nor we will update the information except in the normal course of
our respective public disclosure practices.
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2000 and
at September 30, 2000. This table should be reviewed in conjunction with our
financial statements and the notes included elsewhere in this Information
Statement. See "Financial Statements".
<TABLE>
<CAPTION>
June 30, 2000 September 30, 2000
------------- ------------------
(unaudited)
<S> <C> <C>
Notes Payable- related party $ 91,986 $ 104,961
Long Term Debt -0- -0-
Stockholders' 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 733 733
Additional Paid-in Capital 200 200
Retained Earnings (38,895) (58,144)
--------- ---------
Total Stockholders' Equity $ 66,325 $ 62,927
</TABLE>
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<PAGE> 21
SELECTED FINANCIAL INFORMATION
The following selected financial information is derived from the
Financial Statements appearing elsewhere in this Information Statement and
should be read in conjunction with the Financial Statements and Notes.
<TABLE>
<CAPTION>
Three Months Ended
Year Ended June 30 September 30 (Unaudited)
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
SELECTED INCOME STATEMENT DATA:
Sales ............................. $ 127,289 $ 105,169 $ 23,618 $$44,202
Income (Loss) from Operations ..... $ (39,362) $ 7,383 $ (19,249) $ 15,892
Basic Earnings (Loss) per Share.... $ (.005) $ .007 $ (.003) $ .016
Basic weighted average common
shares outstanding .............. 7,332,816 1,000,000 7,332,816 1,000,000
</TABLE>
SELECTED BALANCE SHEET DATA:
June 30, 2000 September 30, 2000
------------- ------------------
(unaudited)
Cash ....................... $ 7,385 $ 4,857
Total Current Assets........ $ 14,752 $ 8,814
Total Assets ............... $ 66,325 $ 62,927
Current Liabilities......... $104,287 $120,138
Stockholders' Equity........ $ 66,325 $ 62,927
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with our
Financial Statements and Notes, included elsewhere in this Information
Statement.
HISTORICAL OVERVIEW
Globalbot Corp was incorporated in Florida on September 17, 1998. We
did not start to report revenue until January 1999 when we acquired Wings
Online, an industry-specific aircraft
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<PAGE> 22
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.
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. 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 on the basis of
one share of our stock for every four shares of Quest. We believe that the spin
off will allow us to grow to our full potential.
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.
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 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.
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<PAGE> 23
STOCK SPLIT
Unless otherwise stated, all share and per share information contained
in this Information Statement gives retroactive effect to a 7.3318162 shares to
one stock split in May 2000.
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
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 September 30,2000 compared to
the three months ended September 30, 1999.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Quarter Ended Sept 30
-------------------------------- Increase/
2000 1999 (Decrease)
---------- ---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
REVENUE 23,618.00 44,282.00 (20,663.64)
Less Return -- --
--------- --------- ----------
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>
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<PAGE> 24
REVENUES
Revenues for the three months ended September 30, 2000 have decreased
compared with the same period for the previous year $44,282 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 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)
We 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.
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<PAGE> 25
COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
For the Three Months
Ended Sept 30
----------------------
2000 1999
---------- ------ Increase/
(Unaudited) (Unaudited) (Decrease)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash 4,857.00 16,132 (11,275.42)
Account Receivable - Trade
Less Allowance-Doubtful $5175.13 3,957.00 13,885 (9,927.87)
---------- ------ ---------
Total Current Assets 8,814.00 30,017 (21,203.29)
Property & Equip Less Accumulated -
Depreciation of $19,330 and $7,891(Note B) 49,303.00 10,186 39,117.02
Other Assets 4,810.00 4,478 332.50
---------- ------ ---------
TOTAL ASSETS 62,927.00 44,681 18,246.23
========== ====== =========
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Accounts Payable 8,067.00 7,027 1,039.72
Accrued Liabilities 7,110.00 7,110.00
Payroll Liabilities -- 3,377 (3,377.43)
Notes Payable-Related Party 104,961.00 24,059 80,902.44
---------- ------ ---------
Total Current Liabilities 120,138.00 34,463 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) 10,018 (68,161.50)
---------- ------ ---------
Total Equity (57,211.00) 10,218 (68,161.50)
TOTAL LIABILITIES & EQUITY 62,927 44,680 18,246.23
========== ====== =========
</TABLE>
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<PAGE> 26
Our total assets have increased $62,927.00 for the three months ended
September 30, 2000 from $44,681 for the previous year. The increase is the
result of the acquisition of additional computer equipment and an increase other
asset from $4,478 to $4,810 for the three months ended September 30, 1999 and
2000 respectively.
During the Quarter ended September 30, 2000, GlobalBot's accounts
payable have increased $8,067.00 from $7,027 for the Quarter ended September 30,
1999. Our notes payable have also increased $104,961 for the three months ended
Sept 30, 2000, compared to $24,059 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, we 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, we 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, we received $11,975 for working
capital in exchange for a promissory note from InfoDotCoza, Ltd.. The note is
unsecured, non-interest bearing and is due on demand.
On November 21, 2000, the promissory notes outstanding with
InfoDotCoza, (Pty.) 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 GlobalBot (at the rate
of one share of common stock for $.01).Such shares shall be constituted at the
date of conversion.
TWELVE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999.
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.
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<PAGE> 27
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 uncollectibles 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>
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
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<PAGE> 28
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 UNCOLLECTABLE ACCOUNTS
Provision for uncollectable accounts 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)
We 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.
COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
June 30
---------------------------- %
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 Accumulated -
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>
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<PAGE> 29
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, our 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, we
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. Because 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.
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<PAGE> 30
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 obtain financing on favorable terms, or at all,
which will limit our ability to:
O Expand,
O Take advantage of unanticipated opportunities,
O 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 the Wings Online site 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.
YEAR 2000 COMPLIANCE
We did not experience any significant computer or systems problems
relating to the Year 2000. Upon review of our internal and external systems
during 1999, we determined that we did not have any material exposure to such
computer problems and that the software and systems required to operate our
business and provide our services were Year 2000 compliant. As a result, we did
not incur, and do not expect to incur, any material expenditures relating to
Year 2000 systems issues.
BUSINESS
OVERVIEW OF GLOBALBOT
Globalbot was incorporated in Florida on September 17, 1998. The
corporate headquarters is located in Hallandale, Florida.
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<PAGE> 31
Until June 2000, GlobalBot was a wholly owned subsidiary of Quest. In
June 2000, due to Quest's lack of working capital, Quest sold 20% of its
interest in GlobalBot Corp. to InfoDotcoza, Ltd., an unaffiliated third party.
In addition, Quest's Board of Directors has approved the spin-off of GlobalBot
to its shareholders in order to give GlobalBot the financial and operational
flexibility to take advantage of significant growth opportunities in the
E-commerce business.
Globalbot is currently operating with one full-time and one part time
employee, who are our sole officers and directors. We are in the process of
conducting executive searches for two additional positions for Marketing and
Management Information Systems (MIS). GlobalBot is an E-commerce website that
sells advertising space on its websites to individuals and dealers who are
looking to sell their aircrafts, boats, cars & motorbikes. At present,
boatsonline.com, carsonline.com, and motorbikeonline.com are under construction
and will follow the same format as Wingsonline.com, which is now GlobalBot's
only source of revenue.
OUR BUSINESS
Wingsonline is one of the leading Internet sites in the aircraft market
today. Wings is used as a market place to purchase airplanes, parts,
accessories, locate aviation services, financing, or insurance employment forum
for those seeking employment.
Wings Online offers five different payment options for advertising
space:
>> A basic 50-word advertisement w/o photos for $12.00.
>> Full specifications of the aircraft without photos for $16.00.
>> Full specifications of the aircraft plus one photo for $25.00
>> Full specification sheet that includes up to 3 photos for
$32.50
>> Full specifications and up to five photos for $39.00.
In addition, Wings also offers its customers an option to have their
own company banner or link ad created free of charge that can link to external
sites or internal pages. Currently, the monthly cost of a banner ad is $100.00
per month and a link ad is $50.00 per month.
Wings provides its customers with the ability to search its website for
aircraft's and other aviation services for free, it also offers the user the
option to sign up on its "Hotlist" which will send the user the latest
aircraft's that have been posted at no charge. The Wingsonline customer database
consists of approximately 225 customers.
If you are a customer who is interested in using our service, you would
log on to our website at WWW.WINGSONLINE.COM and a user friendly navigation
system will allow the website user to browse the site and choose the option in
which they are seeking. For example, if the user is looking to advertise an
aircraft, they would choose "Submit Advert" a form would then display requesting
information such as name, address, contact information and the description of
the aircraft in which they are selling. At any time, you can delete or change
the ad by simply clicking
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<PAGE> 32
the button that applies. The customer will know exactly how many potential
buyers have viewed their advertisement by the "Hit Counter" that is located at
the bottom of their advertisement. A newspaper advertisement cannot provide you
with this very important information! With a newspaper ad, you will never know
how many times someone looked at your tiny, little classified.
We update our site every business day. If you submit the form by noon
(Eastern Time) along with your credit card information, it will most likely get
posted the next business day. Later submittals will be posted the following
business day. If you are paying by check, your ad will be posted upon receipt of
payment.
In addition, we are in the process of implementing a redesigned web
page that will allow the end users to have the ability at their convenience to
post/delete/change their ads instantaneously by accessing the website with a
user profile. A target date of February 2000 is estimated at this time.
CUSTOMERS/FUTURE CUSTOMERS
The Wingsonline customer database consists of approximately 225
customers. Our objective is to create websites that reach out to our customers
to capture their attention. We realize the Internet market is steadily growing
and we must work to develop sales and marketing strategies to attract new
customers. At present, our marketing campaign is primarily centered on building
solid relationships with our customers, which we consider the core element of
our business success. We firmly believe that advertisers are more likely to
place their ad on sites that have a large amount of web traffic. That is why we
monitor our website closely to optimize its ranking on the various search
engines in order to compete effectively with our competitors.
COMPETITION
We compete in a rapidly changing market that is intensely competitive.
Our direct competitors are Aircraft Shopper Online, Aircraft Dealer Network, and
Aero Trader Online. To be competitive, we must respond promptly and effectively
to the challenges of technological change, evolving standards and our
competitors' innovations by continuing to enhance our services, and expand our
sales channels. Any pricing pressure, reduced margins, or loss of market share
resulting from our failure to compete effectively could materially affect our
business.
Many of our current and potential competitors have longer operating
histories and substantially greater financial, marketing, technical, and other
resources than do we. As a result, our competitors may be able to adapt more
quickly to changes in customer needs. Such competitors may attempt to build
their presence in our market by forming strategic alliances with other
competitors or our customers, offering new or improved services to our customers
or increasing their efforts to gain and retain market share through competitive
pricing. Furthermore, we believe the barriers to entry into our market are
relatively low, which enables new competitors to offer competing services.
PROPERTY
We currently lease approximately 1,500 square feet of office space from
unaffiliated third parties at a base rent of $2,120 per month plus common area
maintenance costs. These offices are
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<PAGE> 33
located at 1250 East Hallandale Blvd., Suite #602, Hallandale Florida 33009. The
lease expires in June 2002. Our telephone number is (954) 458-9490
We believe that our existing facilities are adequate to meet our
current needs and that suitable additional or alternative space will be
available in the future on reasonable terms as needed.
LEGAL PROCEEDINGS
There are currently no material legal proceedings pending or threatened
to which we or our officer and directors are a party or to which any of our
property is subject. None of the Officers and Directors has been convicted of a
felony or other criminal offense, felony or misdemeanor relating to securities
or performance in corporate office.
MANAGEMENT
OUR EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning our sole
director and executive officer:
<TABLE>
<CAPTION>
Name Age Term Position
---- --- ---- --------
<S> <C> <C> <C>
Serge R. Dazile 39 2000-2001 President, Chief Financial Officer
and Director
Wendy Ehrenthal 25 2000-2001 Vice President, Secretary and
Director
</TABLE>
Our Directors hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Officers serve at the
discretion of the board. Currently, we do not provide our directors with cash
compensation for their services as members of our board of directors. However,
we anticipate that we will compensate each non-employee member of the Board with
cash compensation and stock option grants upon his or her election to the Board
of Directors.
SERGE R. DAZILE, PRESIDENT, CHIEF FINANCIAL OFFICER, AND DIRECTOR
Mr. Dazile was appointed President/Chief Financial and a Director of
GlobalBot in June 2000. From February 1999 to May 15, 2000, Mr. Dazile was
Controller for Quest Net Corp,. a publicly traded, telecommunications company
located in Hallandale Florida, a majority shareholder of GlobalBot. From
November 1997 to December 1998, Mr. Dazile was an accountant for Future Trak,
Intl., a satellite manufacturer located in Pompano Beach, Florida. Mr. Dazile
also engages in part time accounting consultation. Mr. Dazile received a
Bachelor of Arts Degree in Accounting from Union Institute in 1996 and an
Associate Degree in Computer Science from Broward Community College in 1986.
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<PAGE> 34
WENDY EHRENTHAL, VICE PRESIDENT, SECRETARY, AND DIRECTOR
Ms. Ehrenthal was appointed Vice President, Secretary, and a Director
of GlobalBot in June 2000. From January 2000 to June 2000, she was an executive
assistant for the CEO of Quest Net Corp. From June 1998 to June 1999, Ms.
Ehrenthal was an executive assistant for Long Distance Intl., a long distance
carrier located in Plantation, Florida. From December 1994 to June 1998, Ms.
Ehrenthal was an executive assistant for American TelNet, a 800/900 Service
Bureau, located in Plantation, Florida. Ms. Ehrenthal attended Broward Community
College majoring in the field of Business..
LIMITED LIABILITY OF DIRECTORS
Provisions included in our certificate of incorporation, as amended,
protect our directors against personal liability for monetary damages from
breaches of their duty of care. As a result, our directors will not be liable
for monetary damages from negligence and gross negligence in the performance of
their duties. They remain liable for monetary damages for any breach of their
duty of loyalty to us, and our stockholders, as well as acts or omissions not
made in good faith or which involve intentional misconduct or a knowing
violation of law and for transactions from which a director derives improper
personal benefit. The liability of our directors under federal or applicable
state securities laws is also unaffected.
While our directors have protection from awards of monetary damages for
breaches of the duty of care, that does not eliminate their duty of care.
Equitable remedies, such as an injunction or rescission based upon a director's
breach of the duty of care, are still available.
In addition, we have entered into Indemnification Agreements with Mr.
Dazile and Ms. Ehrenthal indemnifying them to the fullest extent permitted by
Florida law.
EXECUTIVE COMPENSATION
No current or past officer received compensation in excess of $100,000
during the fiscal year or would have received compensation which exceeded
$100,000 had they served the entire year.
We have no written employment agreements with our officers. We employ
Mr. Dazile and Ms. Ehrenthal pursuant to oral agreement at a base salary of
$36,000 and $40,000, respectively. Ms. Ehrenthal devotes full time to GlobalBot.
Mr. Dazile is employed part-time and devotes two days a week to GlobalBot's
business. Ms. Ehrenthal works full time for us.
GlobalBot has not issued any options or warrants..
PRINCIPAL SHAREHOLDERS
The following table sets forth as of December 21, 2000, as adjusted to
give effect to the spin-off, certain information regarding beneficial ownership
of our common stock by:
O * each person or group of affiliated persons we expect to be
the beneficial
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<PAGE> 35
O owner of more than 5% of the outstanding shares of common
stock;
O * each director;
O * each Named Executive; and
O * all directors and Named Executives as a group.
PRIOR TO SPIN-OFF
<TABLE>
<CAPTION>
Name and Address Number of Shares Owned % of Outstanding
of Beneficial Owner Beneficially Shares of Common Stock
------------------- ---------------------- ----------------------
<S> <C> <C>
Quest Net Corp. 5,865,453 80%
3001 West Hallandale
Beach Blvd
2nd Floor
Pembroke Park, Florida 33009
InfoDotcoza (Pty) Ltd. 12,362,155 67.8%
FHS House
25 Newton Park
Port Elizabeth 6045
South Africa
Serge R. Dazile .Officer and Director 0 0
1250 East Hallandale Blvd
Suite #602
Hallandale Florida 33009.
Wendy Ehrenthal 0 0
1250 East Hallandale Blvd
Suite #602
Hallandale Florida 33009.
All officers and directors 0 0
as a group (2) person
</TABLE>
AFTER THE SPIN-OFF
<TABLE>
<CAPTION>
Name and Address Number of Shares Owned % of Outstanding
of Beneficial Owner Beneficially Shares of Common Stock
------------------- ---------------------- ----------------------
<S> <C> <C>
Quest Net Corp. 0 0
3001 West Hallandale
Beach Blvd
.2nd Floor
Pembroke Park, Florida 33009
InfoDotcoza (Pty) Ltd. 12,362,155 67.8%
FHS House
25 Newton Park
Port Elizabeth 6045
South Africa
</TABLE>
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<PAGE> 36
<TABLE>
<CAPTION>
<S> <C> <C>
Serge R. Dazile .Officer and Director 875 *
1250 East Hallandale Blvd
Suite #602
Hallandale Florida 33009.
Wendy Ehrenthal 0 *
1250 East Hallandale Blvd
Suite #602
Hallandale Florida 33009.
All officers and directors 875 *
as a group (2) person
</TABLE>
For the purpose of the above tables:
O Beneficial ownership includes any shares as to which the
individual or entity has sole or shared voting power or
investment power and also any shares which the individual or
entity has a right to acquire within 60 days after December
21, 2000 through the exercise of any convertible securities.
O Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power with respect
to all shares of capital stock listed as owned by such person
or entity.
O InfoDotcoza (Pty) Ltd. beneficial ownership includes
10,895,792 shares of common stock purchasable upon the
exercise of a convertible debenture, which is exercisable at
the option of the Holder at any time.
O Justin Mills is the Director of and has voting control over
InfoDotcoza (Pty) Ltd.
CERTAIN TRANSACTIONS
On May 15, 2000, June 6, 2000 and June 30, 2000, we 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, we 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, we received $11,975 for working
capital in exchange for a promissory note from InfoDotCoza, Ltd.. The note is
unsecured, non-interest bearing and is due on demand.
On November 21, 2000, the promissory notes outstanding with
InfoDotCoza, Ltd 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
33
<PAGE> 37
accrued interest into shares of common stock of GlobalBot (at the rate of one
share of common stock for $.01).
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 50,000,000 shares of our
common stock, par value $0.0001 per share and 5,000,000 shares of undesignated
preferred stock, par value $0.0001 per share. The following statements are brief
summaries of certain provisions with respect to our capital stock contained in
our Certificate of Incorporation and By-laws, copies of which have been filed as
exhibits to the registration statement. The following summary is qualified in
its entirety by reference thereto.
COMMON STOCK
Holders of the common stock are entitled to one vote for each share in
the election of directors and in all other matters to be voted on by the
shareholders. There is no cumulative voting in the election of directors.
Holders of common stock are entitled to receive such dividends as may be
declared from time to time by our Board of Directors out of funds legally
available thereof and, in the event of liquidation, dissolution or winding up of
Global Boot, to share ratably in all assets remaining after payment of
liabilities. The holders of common stock have no preemptive or conversions
rights, and are not subject to further calls or assessments. There are no
redemption or sinking fund provisions applicable to the common stock. The rights
of the holders of the common stock are subject to any rights that may be fixed
for holders of Preferred Stock. All of the outstanding shares of common stock
are fully paid and non-assessable.
PREFERRED STOCK
Our Articles of Incorporation authorize the issuance of "blank check"
preferred stock. The board of directors is empowered, without stockholder
approval, to designate and issue additional series of preferred stock with
dividend, liquidation, conversion, voting, or other rights, including the right
to issue convertible securities with no limitations on conversion. Any such
designations and issuances, could:
O Adversely affect the voting power or other rights of the
holders of our common stock.
O Substantially dilute the common shareholder's interest.
O Depress the price of our common stock.
In addition the issuance of "blank check preferred stock could be
utilized as an anti-takeover measures, which could have the effect of delaying,
deterring, or preventing a change in control without any action by the
shareholders.
DIVIDEND POLICY
It is the current policy of the Board of Directors to retain any
earnings to provide for the growth of Quest. Consequently, we do not expect to
pay cash dividends in the future.
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<PAGE> 38
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation and Florida law authorizes GlobalBot to
indemnify directors and officers as follows:
1. So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages
for breach of any duty owed by such person to the corporation or its
shareholders; provided, however, that, to the extent required by
applicable law, this Article shall not relieve any person from
liability for any breach of duty based upon an act or omission
O in breach of such person's duty of loyalty to the corporation
or its shareholders,
O not in good faith or involving a knowing violation of law or
O resulting in receipt by such person of an improper personal
benefit.
No amendment to or repeal of this Article and no amendment, repeal or
termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director
for or with respect to any acts or omissions of such director occurring
prior to such amendment, repeal or termination of effectiveness.
2. So long as permitted by law, no officer of the corporation shall be
personally liable to the corporation or its shareholders for damages
for breach of any duty owed by such person to the corporation or its
shareholders; provided, however, that, to the extent required by
applicable law, this Article shall not relieve any person from
liability for any breach of duty based upon an act or omission
O in breach of such person's duty of loyalty to the corporation
or its shareholders,
O not in good faith or involving a knowing violation of law or
O resulting in receipt by such person of an improper personal
benefit.
No amendment to or repeal of this Article and no amendment, repeal or
termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director
for or with respect to any acts or omissions of such officer occurring
prior to such amendment, repeal or termination of effectiveness.
3. To the extent that a Director, Officer, or other corporate agent of
this corporation has been successful on the merits or otherwise in
defense of any civil or criminal action, suit, or proceeding referred
to in sections (a) and (b), above, or in defense of any claim, issue,
or matter therein, he shall be indemnified against any expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
4. Expenses incurred by a Director, Officer, or other corporate agent
in connection with a civil or criminal action, suit, or proceeding may
be paid by the corporation in advance of the final disposition of such
action suit, or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the corporate agent to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified.
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<PAGE> 39
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING QUEST
PURSUANT TO THE PROVISIONS SET FORTH ABOVE, QUEST HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the our common stock is Florida
Atlantic Stock Transfer, Inc., 7130 Nob Hill Road Tamarac, Florida 33321, (954)
726-6305.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a Form 10SB Registration Statement with the Securities
and Exchange Commission, 450 Fifth Street, N.W. Washington D.C. 20549. This
Information Statement does not contain all of the information set forth in the
registration statement, exhibits, and schedules thereto. For further information
with respect to GlobalBot, reference is made to the registration statement,
exhibits and schedules, copies of which may be obtained from the Commission's
principals officers principal offices at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices at Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
13th Floor, New York, New York 10, upon payment of the fees prescribed by the
Commission. The registration statement, including exhibits and schedules, are
also available on the SEC's website at www.sec.gov.
After the spin-off, we will be subject to the information requirements
of the Exchange Act, and in accordance therewith will file reports, proxy
statements, and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information may also be inspected and
copied at the public reference facilities maintained by the Securities and
Exchange Commission or obtained on the Commission's website at
HTTP://WWW.SEC.GOV. We intend to furnish our shareholders with annual reports
containing consolidated financial statements (beginning with fiscal year 2001)
audited by our independent accountants.
EXPERTS
The consolidated audited Financial Statements of GlobatBot Corp.
appearing in this Information Statement have been audited by Alberni & Alberni,
P.A., independent certified public accountants, for the periods and to the
extent set forth in their report thereon appearing elsewhere herein and in the
Registration Statement and are included in reliance upon such report given under
the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
Rebecca J. Del Medico, Esq., will pass upon the validity of the
issuance of the Shares for GlobalBot.
36
