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 June 30, 1997
( ) 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:
Sept 2, 1997
Common Voting Stock - 11,565,676
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
June 30, 1997 (Unaudited) & September 30, 1996
<CAPTION>
June 30,1997 Sept. 30, 1996
<S> <C> <C>
ASSETS
Current Assets
Cash $1,234 $14,744
Bank Performance Guarantee 535,300 -
Inventory - 4,712
Notes Receivable 22,000 -
Accrued Interest Receivable 193 -
________ _______
Total Current Assets $558,727 $19,456
Property and Equipment
Office Equipment 3,234 3,864
Other Assets
Licenses - 70,500
Investment in IMS 60,720 -
______ ______
Total Other Assets 60,720 70,500
________ _______
Total Assets $622,681 $93,820
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Royalties Payable $0 $75,000
Accounts Payable 423 853
Management Fees Payable 2,500 -
Franchise Tax Payable 300 300
Accrued Interest Payable 4,180 8,744
Notes Payable 557,300 125,000
________ ________
Total Current Liabilities $564,703 $209,897
Stockholders' Equity
Common Stock, $0.01 Par Value,
15,000,000 Shares Authorized
11,565,676 Shares Issued and
Outstanding Retro-Actively Restated $115,657 $51,437
Additional Paid-In Capital 3,289,216 3,288,216
Accumulated Defect (3,346,895) (3,455,730)
__________ __________
Total Stockholders' Equity $57,978 ($116,077)
________ _______
Total Liab. and Stockholders' Equity $622,681 $93,820
======== =======
See Accompanying Notes
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
Consolidated Statements of Operations - Unaudited
June 30, 1997 & June 30, 1996
<CAPTION>
For the Nine For the Three
Months Period Ended Months Period Ended
June June June June
30,1997 30,1996 30,1997 30,1996
<S> <C> <C> <C> <C>
Revenues
Interest $193 $0 $193 $0
____ __ ___ __
Total Revenues $193 $0 $193 $0
Expenses
Bad Debt $0 $0 $0 $0
Professional Fees 1,809 - - -
G&A 10,911 57,947 689 4,643
Interest 11,087 - 4,180 -
Management Fees Payable 2,500 - 2,500 -
Depreciation 630 - 210 -
Amortization 5,150 - - -
Royalties 75,000 - - -
Finders Fees 7,500 - 7,500 -
________ ________ _______ ______
Total Expenses $114,587 $157,947 $15,079 $4,643
_________ _________ ________ _______
Net Loss from Operations (114,394) (157,947) (14,886) (4,643)
Other Income $223,229 $0 $223,229 $0
________ _________ ________ _______
Net Income (Loss) $108,835 ($157,947) $208,343 ($4,643)
Per Share Data
Net Income (Loss) $0.02 ($0.03) $0.04 ($0.00)
Weighted Average Common
Shares Outstanding 5,495,245 4,843,000 5,495,245 4,843,000
</TABLE>
See Accompanying Notes
<TABLE>
GLOBESAT HOLDING CORP.
Consolidated Statements of Cash Flows Unaudited
June 30, 1997 & June 30, 1996
<CAPTION>
June June
30, 1997 30, 1996
<S> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $108,835 ($157,947)
Adjustments to Reconcile Net Income (Loss)
to Net Cash Provided by Operating Activities:
Depreciation 630 -
Non Cash Income from Debt Forgiveness (223,229) -
Asset Disposal from Debt Forgiveness 86,695 -
Non Cash Expenses 7,500 34,827
Rounding Differential 2 (21)
Increase (Decrease) in Inventory - (4,712)
(Increase) Decrease in Accounts Receivable - -
Increase (Decrease) in AP and Accrued Expenses 6,250 419
Increase in Notes Receivable (22,000) -
Increase in Accrued Interest Receivable (193) -
________ _________
Cash Flows from Operating Activities ($35,510) ($127,434)
Cash Flows from Investing Activities
Purchase of Equipment $0 ($4,214)
Purchase of License - (75,000)
______ _________
Net Cash Used by Investing Activities $0 ($79,214)
Cash Flows from Financing Activities
Increase in Bank Performance Guarantee ($535,300) $0
Increase in Notes Payable 557,300 125,000
Increase in Capital Stock - 96,404
Net Cash Provided by Financing Activities $22,000 $221,404
________ ______
Net Increase (Decrease) in Cash ($13,510) $14,756
Cash at Beginning of Period 14,744 6,457
______ _______
Cash at End of Period $1,234 $21,213
See Accompanying Notes
</TABLE>
GLOBESAT HOLDING CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE #1 - Statement Preparation
The Registrant 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 Registrant's
September 30, 1996 10-KSB Report and June 27, 1997 Form 8K.
NOTE #2 Current Events
Effective June 11, 1997, the Registrant completed a transaction whereby the
Registrant acquired all the issued and outstanding shares of International
Monetary Services Inc. ("IMS"). In consideration of the foregoing, the
Registrant issued 6,072,000 shares of its common stock to shareholders of IMS
and also issued 750,000 shares of common stock as a finder's fee.
Pursuant to the acquisition of IMS, the Registrant sold its entire shareholdings
of its two wholly owned subsidiaries, Windsor Acquisition Corp. ("Windsor") and
Globesat Infrastructure Technologies Corp. ("Globesat I.T."). At the time of
the sale, Windsor had notes payable of $125,000, royalties payable of $150,000,
accrued interest payable of $15,291, the Novatone license valued at $62,500 and
inventory of $4,712. In connection with the sale of the Registrant's
shareholdings of Windsor, all assets and liabilities of Windsor are no longer
reflected in the consolidated financial statements of the Registrant.
With respect to the sale of Globesat I.T., 300,000 shares were returned to the
treasury of the Registrant. In connection with the sale of the Registrant's
shareholdings of Globesat I.T., all assets and liabilities of Globesat I.T. are
no longer reflected in the consolidated financial statements of the Registrant.
NOTE #3 Debt Forgiveness
With respect to the sale of Windsor and Globesat I.T., the Company has recorded
$223,229 as other revenue realized from the forgiveness of debt.
NOTE #4 - Notes Payable
IMS has issued two notes payable, in the principal amount of $535,300 and
$22,000, respectively, to a former shareholder of IMS and current shareholder
of the Registrant. Each note bears interest at a rate of 15% per annum. The
$535,300 note is due on June 12, 1998 and the $22,000 note was due on July 9,
1997. IMS has made no payments of interest in connection with these notes and,
as such has accrued interest of $4,180.
NOTE #5 Notes Receivable
IMS has a note receivable in the amount of $22,000 bearing an interest rate of
15% per annum with a maturity date of July 9, 1997. IMS has accrued interest
receivable of $193 with respect to this note. To date, this note has not been
repaid.
NOTE #6 Bank Performance Guarantee
A bank performance guarantee is in place for $535,300 with respect to certain
precious metals contracts entered into by IMS.
NOTE #7 Management Agreement
The Registrant has entered into a long term management agreement with Lee A.
Greenspoon which includes a first year base salary of $100,000 and a bonus
representing 5% of earnings before interest and taxes. Mr. Greenspoon is an
officer and director of the Registrant.
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 Registrant and notes thereto contained in Item 1
as well as the June 27, 1997 8K filed by the Registrant.
PLAN OF OPERATION
The Registrant, through its wholly-owned IMS subsidiary, is engaged in the
business of purchasing precious metals bullion products (gold, silver,
platinum, palladium, etc.) from a range of international sellers and mining
institutions. Contract opportunities have been and are currently presented to
IMS from a variety of international sources. Management of IMS is currently
in the process of reviewing a range of contract opportunities involving the
purchase of gold from mining institutions in several international
jurisdictions.
Results of Operations
The Company discontinued its operations in approximately June 1993. The Company
has realized a net income of $108,835 for the nine months ended June 30, 1997
entirely due to other income realized as a result of debt forgiveness.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None, not applicable.
Item 2. Changes in Securities
None, not applicable.
Item 3.
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
June 27, 1997
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: September 2, 1997 By: /s/ Lee A. Greenspoon
President and Chief Executive Officer
Date: September 2, 1997 By: /s/ Richard S. Schapler
Director
