U.S. Securities & Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 0-17322
Globesat Holding Corp.
(Name of Small Business Issuer in its Charter)
Utah 87-0365154
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
85 Skymark Drive, Suite 1703
Toronto, Canada M2H 3P2
(Address of Principal Executive Offices)
Issuer's Telephone Number: (416) 494-2013
Indicate by check mark whether the Registrant(1)has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date:
February 12, 1997
Common Voting Stock - 5,143,676
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed
with this 10-QSB Quarterly Report were prepared in-house based on
figures provided by management, and commence on the following
pages, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition
of the Registrant.
<TABLE>
GLOBESAT HOLDING CORP.
Consolidated Balance Sheets -Unaudited-
December 31, 1996 & September 30, 1996
<CAPTION>
December September
31, 1996 30, 1996
<S> <C> <C>
ASSETS
Current Assets
Cash $ 9,859 $ 14,744
Inventory 4,712 4,712
Total Current Assets 14,571 19,456
Property and Equipment
Office Equipment 3,654 3,864
Other Assets
Novatone License 65,000 67,500
Novacrete License 2,925 3,000
Total Other Assets 67,925 70,500
Total Assets $ 86,150 $ 93,820
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $103,950 $ 75,853
Franchise Tax Payable 300 300
Accrued Interest Payable 11,869 8,744
Notes Payable 125,000 125,000
Total Current Liabilities 241,119 209,897
Stockholders' Equity
Common Stock, $0.01 Par Value,
15,000,000 Shares Authorized
5,143,676 Shares Issued and
Outstanding Retro-Actively
Restated 51,437 51,437
Additional Paid-In Capital 3,288,216 3,288,216
Accumulated Deficit (3,494,622) (3,455,730)
Total Stockholders' Equity (154,969) (116,077)
Total Liabilities and
Stockholders' Equity $ 86,150 $ 93,820
</TABLE>
<TABLE>
<CAPTION>
GLOBESAT HOLDING CORP.
Consolidated Statements of Operations -Unaudited-
December 31, 1996 & December 31, 1995
December December
31, 1996 31 1995
<S> <C> <C>
Revenues $ 0 $ 0
Expenses
Professional Fees 1,628 32,935
General & Administrative 6,354 424
Interest 3,125 0
Depreciation 210 0
Amortization 2,575 0
Royalties 25,000 0
Total Expenses 38,892 33,359
Net Loss from Operations $(38,892) $(33,359)
Per Share Data
Net Loss (.01) (.11)
Weighted Average Common
Shares Outstanding 5,143,676 300,000
</TABLE>
<TABLE>
<CAPTION>
GLOBESAT HOLDING CORP.
Consolidated Statements of Cash Flows -Unaudited-
December 31, 1996 & December 31, 1995
December December
31, 1996 31 1995
Cash Flows from Operating Activities
<S> <C> <C>
Net Income (Loss) $ (38,892) $ (33,359)
Adjustments to Reconcile
Net (Loss) to Net Cash
(Used In) Operating Activities:
Amortization 2,575 0
Depreciation 210 0
Changes in Operating Assets and
Liabilities
(Decrease) Increase in Accounts
Payable 28,097 6,079
Increase in Accrued Interest 3,125 0
Net Cash (Used In) Operating
Activities (4,885) (378)
Cash Flows from Investing
Activities 0 0
Cash Flows from Financing
Activities 0 0
Net (Decrease) in Cash (4,885) (378)
Cash at Begining of Year 14,744 6,457
Cash at End of Year $ 9,859 $ 6,079
</TABLE>
GLOBESAT HOLDING CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE #1 - Statement Preparation
The Company has prepared the accompanying financial statements
with interim financial reporting requirements promulgated by the
Securities & Exchange Commission. The information furnished
reflects all adjustments which are, in the opinion of management,
necessary for a fair presentation of financial position and
results of operations.
The consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's 1996 10-KSB Report.
NOTE #2 - Novatone License
Pursuant to the terms of an agreement between the Company and LA-NUR Inc.
"LA-NUR"), the Company is obligated to pay to LA-NUR a
minimum annual royalty payment of $100,000 for the calendar year
1996. To date, no funds have been advanced by the Company in
connection with this obligation. The Company has accrued $100,000
for the minimum royalty due for 1996 as an accounts payable.
Currently, the Company seeks to modify the terms of the agreement
with LA-NUR to nullify or vary the minimum royalty amount due,
but the outcome of these negotiations is unknown at the date of
this report.
NOTE #3 - Notes Payable
The Company has issued two notes payable, in the principal amount
of $50,000 and $75,000, respectively, to a shareholder of the
Company. Each note bears interst at a variable interest rate as
charged by The Bank of Nova Scotia, in Canada. Both notes were
due on January 17, 1997. To date, the Company has made no
payments of principal or interest in connection with these notes.
The Company has accrued an aggregate of $11,869 in interest.
Currently, the Company seeks to modify the terms of the notes to,
among other things, extend the term of the notes, but the outcome
of these negotiations is unknown at the date of this report.
Note #4 - Subsequent Events
The Company is currently making presentations to various venture
capital sources and others to raise additional capital. The
Company is also pursuing possible strategic partnerships or
collaborations with other companies interested in its products or
technologies. The need for sustained funding of the Company's
production and distribution programs drives the Company's efforts
to raise additional capital from investors. The Company intends
to privately place debt or equity securities over the next twelve
months. The majority of such funding will be utilized to provide
working capital and to repay certain indebtedness of the Company.
Item 2. Management's Discussion And Analysis or Plan of
Operation.
The following discussion should be read in conjunction with the
Consolidated Financial Statements of the Company and notes
thereto contained in Item 1.
PLAN OF OPERATION
During the three month period ended December 31, 1996, and for
the fiscal year which ended September 30, 1996, the Company has
had no revenue and has not attempted to market or produce any of
its products. Operations during the past fiscal year have
consisted principally of the acquisition of development stage
envirostructure related products and technologies.
In or about June 1993, the Registrant ceased material business
operations. The Registrant's activities from approximately June
1993 to December 1995 consisted primarily of investigating
possible business opportunities attractive to the Registrant.
On January 19, 1996 the Registrant completed a reverse take-over,
wherein all the shares of Windsor Acquisition Corp. were exchanged
one-for-one for shares of the Registrant's Common Stock, for majority control of
the Registrant.
Capital Resources and Liquidity
The Company is currently making presentations to various venture
capital sources and others to raise additional capital. The
Company is also pursuing possible strategic partnerships or
collaborations with other companies interested in its products or
technologies. The need for sustained funding of the Company's
production and distribution programs drives the Company's efforts
to raise additional capital from investors. The Company intends
to privately place debt or equity securities over the next 12
months. It is anticipated that the majority of such funding will
be utilized to provide working capital and to repay certain
indebtedness of the Company.
The Company has no significant commitments for equipment
purchases, product manufacturing or marketing efforts at present.
The Company is currently utilizing office facilities provided by
a shareholder at no charge to the Company.
The Company has no bank lines of credit or other commercial
financing sources at present and does not expect to obtain any in
the near future. It is not known whether additional funds could
be borrowed from stockholders or other sources and such is not
contemplated by management of the Company at the present time.
Management of the Company believes that the Company's products
and technologies are sufficiently developed to facilitate the
acquisition of funds needed for continued operations from the
sale of debt or equity securities to investors as aforesaid.
Results of Operations
The Company discontinued its operations in approximately June,
1993. Is sustained a net loss of $38,892 for the three months
ended December 31, 1996.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None, not applicable.
Item 2. Changes in Securities
None, not applicable
Item 3.
Defaults Upon Senior Securities
The Company has issued two notes payable, in the principal amount
of $50,000 and $75,000, respectively, to a shareholder of the
Company. Each note bears interst at a variable interest rate as
charged by The Bank of Nova Scotia, in Canada. Both notes were
due on January 17, 1997. To date, the Company has made no
payments of principal or interest in connection with these notes.
The Company has accrued an aggregate of $11,869 in interest.
Currently, the Company seeks to modify the terms of the notes to,
among other things, extend the term of the notes, but the outcome
of these negotiations is unknown at the date of this report.
Item 4. Submission of Matters to a Vote of Security Holders
None, not applicable
Item 5. Other Information
None, not applicable
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
None
(B) Reports on Form 8-K
None
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GLOBESAT HOLDING CORP.
Date: February 12, 1997 By: /s/ Mel B. Greenspoon
Chairman and Chief Executive
Officer
Date: February 12, 1997 By: /s/ Lee A. Greenspoon
President and Chief Operating Officer
