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 March 31, 1998
( ) 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 ID#)
Incorporation or Organization)
5 Hazelton Avenue, Suite 200 Toronto, Canada M5R 2E1
(Address of Principal Executive Offices)
Issuer's Telephone Number: (416) 513-0191
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:
May 15, 1998
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 Statements of Operations Unaudited-
March 31, 1998 & March 31, 1997
<CAPTION>
For the Six Months For the Three Months
Period Ended Period Ended
March March March March
31, 1998 31, 1997 31, 1998 31, 1997
<S> <C> <C> <C> <C>
Revenues
Interest $18,616 $0 $9,911 $0
_______ ________ ______ ______
Total Revenues $18,616 $0 $9,911 $0
Expenses
Professional Fees 1,210 1,809 1,200 181
G&A 95,589 10,922 94,313 4,568
Interest 55,014 6,907 28,338 3,782
Management Fees 50,000 0 25,000 0
Depreciation 420 420 210 210
Amortization 0 5,150 0 2,575
Royalties 0 75,000 0 50,000
Expesne Recovery 0 (700) 0 (700)
________ _______ ________ _______
Total Expenses $202,233 $99,508 $149,061 $60,616
Net Income (Loss) from
Operations ($183,617) ($99,508) ($139,150) ($60,616)
Per Share Data
Net Income (Loss) ($0.02) ($0.02) ($0.01) ($0.01)
Weighted Average Common
Shares Outstanding 11,565,676 5,143,676 11,565,676 5,143,676
Please see accompanying notes.
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
Consolidated Balance Sheets Unaudited-
March 31, 1998 & September 30, 1997
<CAPTION>
March 31, September 30,
1998 1997
<S> <C> <C>
Current Assets
Cash $5,110 $7,304
Standby Letter of Credit 535,300 535,300
Vendor Deposit 2,000 2,000
Notes Receivable 96,000 72,000
Accrued Interest Receivable 23,978 5,139
________ ________
Total Current Assets $662,388 $621,743
Property and Equipment
Office Equipment 2,604 3,024
________ ________
Total Assets $664,992 $624,767
======== ========
Current Liabilities
Accounts Payable $3,124 $3,551
Management Fees Payable 78,056 27,500
Franchise Tax Payable 400 400
Accrued Interest Payable 82,798 27,784
Notes Payable 725,200 606,500
_______ _______
Total Current Liabilities $889,577 $665,735
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 $115,657
Additional Paid-In Capital 3,289,216 3,289,216
Accumulated Defecit ($3,629,458) ($3,445,841)
___________ ___________
Total Stockholders' Equity ($224,585) ($40,968)
Total Liabilities and ________ ________
Stockholders' Equity $664,992 $624,767
======== ========
Please see accompanying notes.
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
Consolidated Statements of Cash Flows -Unaudited-
Six Months Ended March 31, 1998 & March 31, 1997
<CAPTION>
March 31, March 31,
1998 1997
<S> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) ($183,617) ($99,508)
Adjustments to Reconcile Net Income (Loss)
to Net Cash Provided by Operating Activities:
Depreciation and Amortization 420 5,570
Increase (Decrease) in AP (428) 536
Increase in Accrued Interest Receivable (18,839) 0
Increase in Accrued Interest Payable 55,014 6,547
Increase in Royalties Payable - 75,000
Increase in Accrued Management Fees 50,556 0
_______ _______
Net Cash Used by Operating Activities (96,894) (11,855)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Increase in Notes Payable 94,700 0
Net Increase (Decrease) in Cash (2,194) (11,855)
Cash at Beginning of Period 7,304 14,744
______ ______
Cash at End of Period $5,110 $2,888
Please 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, 1997 10-KSB Report and June 27, 1997 Form 8K.
NOTE #2: Notes Payable
IMS has issued nine notes payable, in the principal amounts of $535,300,
$22,000, $22,000, $16,000, $11,200, $24,000, $66,000, $5,000 and $13,700
respectively, to Richard S. Schapler, a former shareholder of IMS and current
shareholder and Director of the Company. Each note bears interest at a rate
of 15% per annum. IMS has made no payments of interest in connection with
these notes and, as such, has accrued interest of $82,798.
NOTE #3: Notes Receivable
IMS has issued three demand promissory notes in connection with its business in
the amount of $50,000, $22,000 and $24,000. Each note bears interest at a rate
of 15% per annum and has a maturity of one month from the date of issue. Each
note is currently accruing interest at a rate of 3 percent per month. IMS has
received no payments of interest in connection with these notes and, as such
has accrued interest receivable of $23,978.
NOTE #4: Standby Letter of Credit
A Standby Letter of Credit ("SBLC") is in place for $530,000 with respect to
certain precious metals contracts entered into by IMS. The SBLC is irrevocable
and transferable and has been issued by the Royal Bank of Canada in New York,
New York. The SBLC is secured by a term deposit made by Richard S. Schapler, a
director and shareholder of the Company.
NOTE #5: Management Agreement
The Company has entered into a consulting agreement with Lee A. Greenspoon,
President and Chief Executive Officer of the Company, for management services
which includes a base management fee of $100,000 and a bonus representing 5%
of earnings before interest and taxes in fiscal 1997/1998. Mr. Greenspoon is
an officer, director and shareholder of the Company.
Currently, Mr. Greenspoon has not drawn any portion of the management fee which
has been accruing since June 21, 1997. Currently, the Company has $78,056 in
accrued management fees payable.
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 September 30, 1997 10K and June 27, 1997 8K filed by the Registrant.
PLAN OF OPERATION
The Registrant, through its 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.
The objective of the Registrant is to utilize the cash flow developed from the
precious metals business to make acquisitions and investments in companies,
products, inventions or technologies which may require further capital,
additional management expertise, international marketing assistance, and/or
strategic guidance is required.
The Registrant may seek to raise additional financing through the sale of debt
or equity securities to investors by private placement in order to continue to
develop and expand the business of IMS. There can be no assurance that the
Registrant will be able to raise sufficient financing, on terms acceptable to
management, to continue to develop its business.
Results of Operations
During the six month period ended March 31, 1998, and for the fiscal year
which ended September 30, 1997, the Company has had no revenue from its
precious metals operations.
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: May 15, 1998
By: /s/ Lee A. Greenspoon
President and Chief Executive Officer
Date: May 15, 1998
By: /s/ Lorie W. Lovejoy
Director
