U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to ___________________.
Commission file number 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
incorporation or organization) Identification No.)
5 Hazelton Avenue, 2nd Floor
Toronto, Ontario, Canada M5R 2E1
(Address of principal executive offices) (Postal Code)
Issuer's telephone number: (416) 513-0191
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 []
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year.
September 30, 1997 - $0
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
December 24, 1997: $129,531. There are 1,392,807 shares of Common Stock of the
Registrant held by non-affiliates. This valuation is based upon the average bid
price ($0.093) for shares of Common Stock of the Registrant on the OTC Bulletin
Board on December 24, 1997.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST 5 YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding each of the Issuer's classes of common
equity, as of the latest practicable date: December 24, 1997 - 11,565,676 shares
of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Form 8-K, dated March 7, 1995
2. Form 8-K dated January 30, 1996.
3. Form 8-K/A dated March 18, 1996.
4. Form 10-QSB for the period ending June 30, 1996.
5. Form 10-QSB for the period ending December 31, 1996
6. Form 10-QSB for the period ending March 31, 1997.
7. Form 8-K dated June 27, 1997.
8. Form 10-QSB for the period ending June 30, 1997.
Transitional Small Business Disclosure Format: Yes [ ] No [x]
PART I
ITEM 1. BUSINESS.
BACKGROUND
Globesat Holding Corp. (the "Registrant") was incorporated and organized under
the laws of the State of Utah on November 20, 1980, under the name "Sure
Investment Registrant". The Registrant was formed for the purpose of seeking
an entity with ongoing business activity attractive to the Registrant. Over,
approximately, the following 13 years, the Registrant carried on business
activities in a number of areas including, among other things: the designing,
developing, and manufacturing of satellites, rockets and other equipment for
aerial and space operations; communications; image compression technologies;
and designing, manufacturing, marketing and maintaining computer network
performance monitoring equipment.
In or about June 1993, the Registrant ceased material business operations. From
that time until December 1995, the Registrant's activities consisted primarily
of investigating possible business opportunities attractive to the Registrant.
On January 19, 1996, the Registrant issued to the shareholders of Windsor
Acquisition Corp. an aggregate of 3,735,000 shares of the Registrant's $0.01 par
value Common Stock. At all material times from incorporation to the acquisition
on January 19, 1996 as aforesaid, Messrs. Mel B. Greenspoon, Allan Greenspoon,
Lee A. Greenspoon, Avi Greenspoon, and Michael J. Bellman held approximately
90% of the outstanding stock in the capital of Windsor. For further
information with respect to this transaction, please see the Registrant's
Form 8-K, dated January 30, 1996, and the Registrant's Form 8-K/A, dated March
18, 1996, both of which are incorporated herein by reference.
Since January 19, 1996, the Registrant has been seeking acquisitions and
investments in companies, products, inventions or technologies which may
require further capital, additional management expertise, international
marketing assistance, and/or strategic guidance. In all cases, the Registrant
seeks out opportunities which have the potential to develop short term, positive
cash flow, thereby contributing to acquisition and investment activities.
The Registrant was until recently focusing on two businesses: environmental
infrastructure products and technologies, and consumer products. Each business
was at an early development stage and the Registrant has not earned revenue
from either one. As of June 11, 1997, the Registrant's financial resources
were insufficient to continue to develop its businesses and the businesses
were at a such a state that management deemed the discontinuation of such
businesses would be in the best interest of the Registrant.
On June 11, 1997, the Registrant completed a transaction whereby the Registrant
acquired all the issued and outstanding shares of International Monetary
Services Inc. ("IMS"), a corporation organized under the laws of the Cayman
Islands. In consideration of the foregoing, the Registrant issued 6,072,000
shares of its Common Stock. The Registrant also issued 750,000 shares to a
third party as a finder's fee with respect to the acquisition of IMS.
Contemporaneously with the acquisition of IMS, Mel B. Greenspoon and Allan
Greenspoon resigned from the Board of Directors of the Registrant. Please see
the Registrant's Form 8-K, dated June 27, 1997, which is incorporated herein
by reference.
Pursuant to the acquisition of IMS on June 11, 1997, the Registrant entered into
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Registrant, whereby the Registrant sold all
its shares of its wholly-owned subsidiary, Windsor Acquisition Corp.
("Windsor"), to Mr. Greenspoon for $1.00. As at such date, Windsor
had not earned any revenues since its incorporation, had outstanding accrued
liabilities in excess of $300,000 (approximately half of which were owed to
Mr. Greenspoon, directly and indirectly) and, in the view of management of
the Registrant, had no prospects to earn any revenue in the foreseeable future.
Windsor held an exclusive global license to market and distribute a cosmetic
product known as the Novatone Facial Toner. Please see the Registrant's Form
8-K, dated June 27, 1997, which is incorporated herein by reference.
Also, on June 11, 1997, the Registrant entered into a share purchase agreement
with Mel B. Greenspoon, whereby the Registrant sold all its shares of its
wholly-owned subsidiary, Globesat Infrastructure Technologies Corp. ("Globesat
I.T."), to Mr. Greenspoon for $1.00. As at such date, Globesat I.T. had not
earned any revenues since its incorporation, held certain distribution rights
which were being challenged by the ultimate holder of the underlying rights and,
in the view of management of the Registrant, had no prospects to earn revenue
in the foreseeable future. Please see the Registrant's Form 8-K, dated June 27,
1997, which is incorporated herein by reference.
The Registrant had also entered into a joint venture agreement with Startech
Environmental Corp. ("Startech"), a Colorado company based in Wilton,
Connecticut on February 19, 1996. Since that time, the Registrant has had
limited dealings with Startech in respect of the implementation of this joint
venture. In June of 1997, the Registrant and Startech mutually agreed to cease
further negotiations, and as such, terminate any prospects for continuation of
the joint venture relationship.
GENERAL
References to the "Registrant" and the "Company" herein include the Registrant
and its wholly-owned subsidiaries, unless the context requires otherwise.
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.
As of September, 30, 1997, the Registrant had not earned any revenue through its
IMS subsidiary.
EMPLOYEES
The Registrant is a development stage company and currently has no employees.
Management of the Registrant expects to hire employees and consultants as
necessary and as set out herein.
RISK FACTORS
In addition to the considerations and risk factors set forth elsewhere herein,
the following should be considered:
Development Stage Company
The Registrant has limited assets and has had extremely limited revenue in each
of its four most recent fiscal years and to the date hereof. The Registrant, in
its present business, is in the development stage and is subject to all the
risks inherent in the creation of a new business. In addition, the
Registrant, in its present business, has no record of operations and there is
nothing at this time upon which to base an assumption that the Registrant's
plans will prove successful. The objectives, plans and strategies of the
Registrant should be regarded as speculative due to the nature and present
stage of the Registrant's businesses. The likelihood of success of the
Registrant must be considered in light of the risks inherent in the
initiation of the Registrant's businesses, such as costs, complications and
delays. The Registrant may encounter unforeseen difficulties or delays in its
operations and may sustain further operating losses.
Competition
The Registrant competes with other companies that have greater financial
resources. The Company does not have a long history of business operations
and its success depends largely on the long standing relationships of the
management of IMS.
Additional Capital
The Registrant may require additional funds to further develop its business,
and to effect the expansion of its administrative and management staff. If such
additional funds are required, the Registrant may seek such additional
funding through private financings including equity and/or debt financings
and through collaborative arrangements with others. There is no assurance that
the Registrant will be able to obtain additional funding when needed, or that
such funding, if available, can be obtained on terms commercially acceptable
to the Registrant.
Stockholders may be further diluted in their percentage ownership of the
Registrant in the event that additional shares are issued by the Registrant
in the future in connection with the raising of additional capital by the
Registrant.
Dependence On Key Personnel
The Registrant is wholly dependent, at the present, upon the personal efforts
and abilities of the Registrant's officers, who exercise control over the day
to day affairs of the Registrant, and upon its directors, some of whom are
engaged in other activities and will devote limited time to the Registrant's
activities.
The Registrant's ability to develop its business and to establish and maintain
its competitive position will depend, in part, on its ability to attract and
retain qualified personnel, including senior executives. Competition for such
personnel is intense and there can be no assurance that the Registrant will
be successful in attracting and retaining such personnel.
No Dividend
The Registrant has never paid cash or other dividends. It is the policy of the
Board of Directors of the Registrant to retain earnings to finance the growth
and development of its businesses, and therefore, the Registrant does not
anticipate paying cash dividends on its Common Stock in the near future.
ITEM 2. PROPERTIES.
The Registrant's registered office is located at 5 Hazelton Avenue, 2nd Floor,
Toronto, Ontario, Canada, M5R 2E1. The Registrant's principal executive offices
are also located at 5 Hazelton Avenue, 2nd Floor, Toronto, Ontario, Canada,
M5R 2E1and the telephone number is (416) 513-0191. The office is a leased
facility paid for by the Registrant.
ITEM 3. LEGAL PROCEEDINGS.
The Registrant is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Registrant by any federal, state, provincial or local government agency.
Further, to the knowledge of management, no officer or director of the
Registrant is party to any action which has an interest adverse to the
Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the Registrant's security holders during
the Registrant's last five fiscal years.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
During the Registrant's 1992 fiscal year, it failed to meet certain listing
criteria established by the National Association of Securities Dealers, Inc.
("NASD") for trading on its NASDAQ service. The Registrant's listing was
consequently removed from NASDAQ on May 12, 1992.
The Registrant's securities are currently traded over-the-counter on the OTC
Bulletin Board under the symbol "GSAT". The table below shows the high and low
bid of the Registrant's Common Stock during the past two fiscal years.
Quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
On December 24, 1997, the low bid and the high bid price for the Registrant's
Common Stock was $0.09375 and $0.1875, respectively.
Bid
Quarter Ended High Low
September 30, 1997 .25 .125
June 30, 1997 .4375 .125
March 31, 1997 .3125 .0625
December 31, 1996 .3125 .0625
September 30, 1996 .625 .25
June 30, 1996 1.125 .50
March 31, 1996 3.25 .25
December 31, 1995 .75 .25
(b) Holders.
The number of record holders of the Registrant's Common Stock as of December 24,
1997 was 972; this number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name.
(c) Dividends.
There are no present material restrictions that limit the ability of the
Registrant to pay dividends on Common Stock or that are likely to do so in
the future. The Registrant has not paid any dividends with respect to its
Common Stock, and does not intend to declare or pay dividends in the
foreseeable future.
ITEM 6. 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 7.
RESULTS OF OPERATIONS
During fiscal 1997, the Registrant had no revenue. Operations during the past
fiscal year have consisted principally of the acquisition of IMS and the
management of the development stage envirostructure related products and
technologies acquired and subsequently disposed of by the Registrant.
On January 19, 1996, the Registrant completed a reverse take-over, wherein all
the shares of Windsor were exchanged one-for-one for shares of the Registrant's
Common Stock, for majority control of the Registrant. Please see the
Registrant's Form 8-K, dated January 30, 1996 and Form 8K/A, dated March 18,
1996, which are incorporated herein by reference.
On June 11, 1997, the Registrant completed a transaction whereby the Registrant
acquired all the issued and outstanding shares of IMS. Please see Item 1.
Business Background in this Form 10KSB.
Capital Resources and Liquidity
The Registrant may make presentations to various venture capital sources and
others to raise additional capital. The Registrant is also pursuing possible
strategic partnerships or collaborations with other companies interested in
all aspects of the precious metals business from financing to raw metals
extraction. The need for sustained funding of IMS' procurement programs drives
the Registrant's efforts to potentially raise additional capital from investors.
The Registrant may privately place debt or equity securities over the next 12
months. It is anticipated that the majority of such funding would be utilized
to finance IMS, to provide working capital and to repay certain indebtedness of
the Registrant.
The Registrant has no bank lines of credit or other commercial financing
sources at present and does not require any in the near future. Sufficient
funding requirements for IMS and the Registrant have been provided by a
stockholder who is also a director of the Registrant. It is not known whether
additional funds could be borrowed from the stockholder or other sources and
such is not contemplated by management of the Registrant at the present time.
Going Concern Qualification
The auditor of the Consolidated Financial Statements of the Registrant have
stated that the Consolidated Financial Statements have been prepared on a
going-concern basis. That basis of accounting contemplates the realization of
assets and the satisfaction of liabilities in the normal course of conducting
business operations. As shown in the Consolidated Financial Statements in
Item 7, operations for the fiscal year ended September 30, 1997 resulted in a
net income of $57,146, and as of that date the Registrant had stockholders'
equity of $6,289. The Registrant's future is dependent on its ability to develop
cash flow from its IMS subsidiary, or to continue to obtain additional capital
or adequate financing to fund its operations.
Management believes that IMS' business is sufficiently developed to facilitate
the development of cash flow needed for continued operations and to justify the
sale of debt or equity securities to investors.
ITEM 7. FINANCIAL STATEMENTS.
Consolidated Financial Statements of the Registrant for the fiscal year ended
September 30, 1997 and the Notes thereto begin on the following page.
Independent Auditors Report
Board of Directors
Globesat Holding Corp.
I have audited the accompanying balance sheets of Globesat Holding Corp. as of
September 30,1997 and 1996, and the related statements of operations,
stockholders' equity, and cash flows for the years ended September 30, 1997,
1996 and 1995. These financial statements are the responsibility of the
Registrant's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statements presentation. I believe that my audit provides a reasonable basis
for my opinion.
The accompanying financial statements have been prepared assuming that the
Registrant will continue as a going concern. As discussed in Note #16 to the
financial statements, the Registrant has suffered recurring losses from
operations and has a working capital deficiency that raises substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Globesat Holding Corp., as of
September 30, 1997 and the results of its operations and cash flows for the
years ended September 30, 1997, 1996 and 1995, in conformity with generally
accepted accounting principles.
Salt Lake City, Utah
January 11, 1998
Schvaneveldt & Company
Per: /S/ Darrell Schvaneveldt
GLOBESAT HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
FOR THE PERIOD SEPT. 30, 1995 TO THE YEAR ENDED SEPT. 30, 1997
<TABLE>
<CAPTION> 1997 1996
<S> <C> <C>
Current Assets
Cash $7,304 $14,744
Standby Letter of Credit 535,300 -
Inventory - 4,712
Vendor Deposit 2,000 -
Notes Receivable 72,000 -
Accrued Interest Receivable 5,139 -
________ _______
Total Current Assets $621,743 $19,456
Property and Equipment
Office Equipment 3,024 3,864
Other Assets
Novatone License - 67,500
Distribution Agreement - 3,000
________ _______
Total Assets $624,767 $93,820
======== =======
Current Liabilities
Accounts Payable 3,551 75,853
Management Fees Payable 27,500 -
Franchise Tax Payable 400 300
Accrued Interest Payable 27,784 8,744
Notes Payable 606,500 125,000
________ ________
Total Current Liabilities $665,735 $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 ($3,445,841) ($3,455,730)
_________ __________
Total Stockholders' Equity ($40,960) ($116,077)
Total Liabilities and Stockholders' ________ _______
Equity $624,767 $93,820
======== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
SEPTEMBER 30, 1997, 1996 & 1995
<CAPTION>
1997 1996 1995
<S> b <C> <C> <C>
Revenues
Interest $5,139 $0 $437
______ ______ ______
Total Revenues $5,139 $0 $437
Expenses
Bad Debt $0 $0 $25,000
Professional Fees 11,964 104,360 0
G&A 63,334 16,266 19,179
Interest 34,691 8,744 0
Management Fees Payable 27,500 0 0
Depreciation 840 350 0
Amortization 5,150 7,500 0
Royalties 75,000 75,000 0
Research & Development 0 9,855 0
Consulting Fees 0 33,669 0
________ ________ _______
Total Expenses $218,479 $255,744 $44,179
Loss from Operations ($213,340) ($255,744) ($43,742)
Discontinued Operations
Gain on Disposition
of Assets $0 $0 $2,000
Gain Realized on Debt
Forgiveness 223,229 0 0
________ __________ _________
Net Income (Loss) $9,889 ($255,744) ($41,742)
======== ========== =========
Per Share Data
Net Income (Loss) $0.00 ($0.07) ($0.20)
Weighted Average Common
Shares Outstanding 6,832,750 3,424,450 207,319
The accompanying notes are an integral part of these financial statements
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD OCT. 1, 1994 TO THE YEAR ENDED SEPT. 30, 1997
<CAPTION>
Shares Common Paid-In (Accumulated
Issued Stock Capital Defecit)
<S> <C> <C> <C> <C>
Balance, Sept. 30, 1994
Retrocatively Restated $164,130 $1,640 $3,198,80 ($3,158,244)
Shares Issued to Acquire
Assets 35,870 360 26,542
Shares Issued for Services 100,000 1,000 4,000
Net Loss for Year Ended
Sept. 30, 1995 (41,742)
Balance, Sept. 30, 1995 300,000 3,000 3,229,345 (3,199,986)
Shares Issued by Transfer Agent
for Rounding 676 7 (7)
Shares Issued to Acquire
Subsidiary 3,735,000 37,350 56,658
Shares Issued in Lieu of
Cash for Services Rendered
Per Share 805,000 8,050
Shares Issued for Cash at
$0.75 per Share 3,000 30 2,220
Shares Issued in Lieu of Cash
to Acquire Novacrete License 300,000 3,000
Net Loss for Year Ended
Sept. 30, 1996 (255,744)
Balance, Sept. 30, 1996 5,143,676 51,437 3,288,216 (3,455,730)
Shares Issued to Acquire
IMS Subsidiary 6,072,000 60,720
Shares Issued in Lieu of
Cash as Finders Fee 750,000 7,500
Shares Retracted for
Cancellation of Novacrete
License (300,000) (3,000)
Shares Retracted for
Cancellation of Novacrete
License from Finder (100,000) (1,000) 1,000
Net Income for Year Ended 9,889
Sept. 30, 1997
__________ ________ __________ ___________
Balance, Sept. 30, 1997 11,565,676 $115,657 $3,289,216 ($3,445,841)
========== ======== ========== ===========
The accompanying notes are an integral part of these financial statements
</TABLE>
<TABLE>
GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996, AND 1995.
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $9,889 ($255,744) ($41,742)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities:
Depreciation and Amortization 5,990 7,850 0
Non Cash Expenses 7,500 0 0
Gain on Disposal of Assets (223,229) 0 0
Changes in Operating Assets & Liabilities:
Increase (Decrease) in Inventory 0 (4,712) 0
Increase in Accrued Interest Receivable (5,139) 0 0
Increase in Vendor Deposits (2,000) 0 0
Increase (Decrease) in Accounts Payable 2,465 74,853 0
Increase in Franchise Tax Payable 100 300 0
Increase in Accrued Interest Payable 27,784 8,744 0
Increase in Accrued Management Fee 27,500 0 0
Rounding Adjustments 0 0 199
________ _________ ________
Net Cash Used by Operating Activities (149,140) (100,214) (11,543)
Cash Flows from Investing Activities
Purchase of Equipment 0 (4,214) 0
Purchase of Novatone License 0 (75,000) 0
Disposal of Novatone License 70,500 0 0
_______ _________ _______
Net Cash Used by Investing Activities 70,500 (79,214) 0
Cash Flows from Financing Activities
Increase in Standby Letter of Credit 535,300 0 0
Increase in Notes Payable 71,200 125,000 0
Increase in Capital Stock 0 62,715 0
Net Cash Used by Investing ________ ________ ________
Activities 606,500 187,715 0
________ ________ ________
(Decrease) Increase in Cash &
Cash Equivalents 527,860 8,287 (11,543)
Cash & Cash Equivalents at 14,744 6,457 18,000
Beginning of Year
________ ________ ________
Cash & Cash Equivalents at End of Year $542,604 $14,744 $6,457
======== ======== ========
Cash Used by Certain Operating Activities
Interest $33,141 $8,744 $0
Taxes 0 0 0
Significant Non Cash Transactions
Issued 300,000 Shares to Acquire
Distribution Rights 0 3,000 0
Issued 4,159,400 Shares In Lieu of
Cash for Services 0 41,594 0
Issued 750,000 Shares in Lieu of Cash
for Services 7,500 0 0
Issued 6,072,000 Shares to Acquire 100%
of IMS - Assets are Intangible Assets 0 0 0
Cancelled 400,000 Shares Issued in Prior
Years 0 0 0
</TABLE>
The accompanying notes are an integral part if these financial statements.
GLOBESAT HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE #1 - Corporate History
Globesat Holding Corp. (the "Company") was incorporated on November 20, 1980
under the laws of the state of Utah using the name "Sure Investment Company".
On October 22, 1987, Articles of Amendment were filed changing the name to
Globesat Holding Corp.
The Articles of Incorporation grant the corporation power to engage in any legal
activity or any activity authorized by the laws of the United States and the
state of Utah.
The Company disposed of Windsor Acquisition Corp. ("Windsor"), a wholly owned
subsidiary and the assets held by Windsor. Globesat Infrastructure Technologies
Corp. ("Globesat I.T."), a wholly owned subsidiary was also disposed of during
the year ended September 30, 1997.
The Company issued 6,072,000 shares of its common stock pursuant to Regulation S
to acquire 100% of the outstanding common shares of International Monetary
Services Inc. ("IMS"), a Cayman Islands Corporation.
NOTE #2 - Significant Accounting Policies
(A) The Registrant uses the accrual method of accounting.
(B) Revenues and directly related expenses are recognised in the period when the
goods are shipped to the customer.
(C) The Registrant considers all short term, highly liquid investments that are
readily convertible within three months, to known cash equivalents. The
Registrant currently has no cash equivalents.
(D) Primary Earnings Per Share amounts are based on the weighted average number
of shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Share shall be shown on stock options and other convertible issues
that may be exercised within ten years of the financial statement dates.
(E) Inventories: Inventories are stated at the lower of cost, determined by the
FIFO method or market.
(F) Consolidation Policies: The accompanying consolidated financial statements
include the accounts of the Registrant and its wholly-owned subsidiaries. Inter-
company transactions and balances have been eliminated in consolidation.
(G) Foreign Currency Translation/Remeasurement Policy: The Registrant has no on
site operations in foreign countries. All purchases and sales in foreign
countries are concluded in American dollars. If at future dates assets and
liabilities occur in foreign countries they will be recorded at historical
cost and translated at exchange rates in effect at the end of the year. Income
Statement accounts are translated at the average exchange rates for the year.
Translation gains and losses shall be recorded as a separate line item in the
equity section of the financial statements.
(H) Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold improvements
is depreciated (amortised) over the lesser of the length of the related assets
or the estimated lives of the assets. Depreciation is computed on the straight-
line method for reporting purposes and for tax purposes.
(I) Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could defer from those estimates.
NOTE #3 - Non Cash Investing & Financing Activities
Effective June 11, 1997, the Company completed a transaction with Richard S.
Schapler, whereby the Company acquired all the issued and outstanding shares
of IMS. The Company acquired 100 percent of IMS by issuing an aggregate of
6,072,000 shares of its common stock to individuals and entities directed by
Richard S. Schapler. The Company also issued 750,000 shares to 21st Century
Health Care Inc. ("21st Century"), a corporation organized under the laws of
the Province of Ontario, as a finder's fee with respect to the acquisition of
IMS.
NOTE #4 - Stock Options
The Company has issued stock options to acquire 1,558,000 shares of its common
stock. The options were returned to the Company as a part of the disposal of its
two wholly owned subsidiaries.
Pursuant to the Company's 1996 Qualified Stock Option Plan adopted January 23,
1996 which authorizes the issuance of 2,000,000 shares from time to time at
prices set by the Compensation Committee of the Board of Directors, the Company
has no outstanding stock options at September 30, 1997.
NOTE #5 The Disposal of Windsor Acquisition Corp. and Globesat Infrastructure
Technologies Corp.
Pursuant to the acquisition of IMS, the Company disposed of its entire
shareholdings of its two wholly-owned subsidiaries, Windsor and Globesat I.T..
At the time of the disposal, 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 disposal of
Windsor, all assets and liabilities of Windsor are no longer reflected in the
consolidated financial statements of the Company.
With respect to the disposal of Globesat I.T., 300,000 shares were returned to
the treasury of the Company. All assets and liabilities of Globesat I.T. are
no longer reflected in the consolidated financial statements of the Company.
NOTE #6 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 #7 - Notes Payable
IMS has issued five notes payable, in the principal amounts of $535,300,
$22,000, $22,000, $16,000, and $11,200 respectively, to Richard S. Schapler, a
former shareholder of IMS and current shareholder and Director of the
Registrant. 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 $27,784.
NOTE #8 - Notes Receivable
IMS has issued two demand promissory notes in connection with its business in
the amount of $50,000 and $22,000. 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 $5,139.
NOTE #9 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 #10 - Depreciation
The Company capitalises the purchase of equipment and fixtures for major
purchases in excess of $1,000 per item. Capitalised amounts are depreciated
over the useful life of the assets using the straight-line method of
depreciation.
Scheduled below are the assets, costs, lives, and accumulated depreciation at
September 30, 1997 and September 30, 1996.
September 30 Depreciation Accumulated
1997 1996 Expenses Depreciation
Assets Cost Cost Life 1997 1996 1997 1996
Furniture &
Fixtures $4,214 $4,214 5 $840 $350 $1,190 $350
NOTE #11 - Consulting Agreements
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, no portion of the management fee has been paid to Mr.
Greenspoon. Currently, the Company has $27,500 in accrued management fees
payable.
NOTE #12 Cancellation of Distributor Agreement
The Company received back 300,000 shares of its common stock pursuant to a
cancelled Supply and Distribution Agreement dated July 31, 1996 between Globesat
I.T., Stratford Acquisition Corp., a Minnesota company, and Supercrete N/A
Limited, a Turks and Caicos Islands company.
NOTE #13 Novatone License
Pursuant to the acquisition of IMS, the Company sold its entire shareholdings of
its wholly owned subsidiary, Windsor. At the time of the sale, Windsor has
royalties payable of $150,000, the Novatone License valued at $62,500 and
inventory of $4,712. In connection with the disposal of Windsor, all assets are
no longer reflected in the consolidated financial statements of the Company.
NOTE #14 - Net Operating Loss Carryforward for Income Tax Purposes
The Company has majority shareholder control changes and changes in business
operations that will make utilization of prior losses remote. They are therefore
considered not useable and no report is made of them. The Registrant has
incurred losses that can be carried forward to offset future earnings if
conditions of the Internal Revenue Codes are met. These losses are as follows:
Year of Loss Amount Expiration Date
September 30, 1996 $247,645 2011
September 30, 1997 $0 2012
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets
in future years. Due to the uncertainty as to the utilization of net operating
loss carryforwards, an evaluation allowance has been made to the extent of any
tax benefit that net operating losses may generate.
1997 1996 1995
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current Prevailing
Federal Tax Rate $80,398 $82,990 $0
Evaluation Allowance (80,398) (82,990) 0
Net Tax Asset $0 $0 $0
======= ======= =======
Current Income Tax Expenses 0 0 0
Deferred Income Tax Expenses 0 0 0
NOTE #15 - Related Party Transactions
Pursuant to the acquisition of IMS on June 11, 1997, the Company entered into
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Company, whereby the Company sold all
its shares of its wholly-owned subsidiary, Windsor, to Mr. Greenspoon for $1.00.
As at such date, Windsor had not earned any revenues since its incorporation,
had outstanding accrued liabilities in excess of $300,000 (approximately half
of which were owed to Mr. Greenspoon, directly and indirectly) and, in the view
of management of the Company, had no prospects to earn any revenue in the
foreseeable future. Windsor held an exclusive global license to market and
distribute a cosmetic product known as the Novatone Facial Toner.
On June 11, 1997, the Company also entered into a share purchase
agreement with Mel B. Greenspoon, whereby the Company sold all its shares
of its wholly-owned subsidiary, Globesat I.T., to Mr. Greenspoon for $1.00.
As at such date, Globesat I.T. had not earned any revenues since its
incorporation, held certain distribution rights which were being challenged by
the ultimate holder of the underlying rights and, in the view of management of
the Company, had no prospects to earn revenue in the foreseeable future.
NOTE #16 - Going Concern
The Company's consolidated financial statements have been prepared on the
basis that it is a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company
has incurred recurring losses over the past three years and has a working
capital deficit at September 30, 1997, 1996 and 1995. The consolidated
financial statements do not include any adjustments relating to the
recoverability of assets or classification of liabilities or any other
adjustments that might be necessary should the Registrant be unable to continue
as a going concern.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
On March 7, 1995, the Registrant dismissed Silverman Olson Thorvilson & Kaufmann
Ltd. as its accountants and engaged Schvaneveldt and Registrant of Salt Lake
City, Utah as its new accountants. There were no disagreements between the
Registrant and Silverman Olson Thorvilson & Kaufmann Ltd. with regard to
accounting and financial disclosure. For a further discussion of this change
in accountants, please see the Registrant's Form 8-K, dated March 7, 1995,
which has been previously filed with the Securities and Exchange Commission and
is incorporated herein by reference.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and the nature of all positions and
offices held by all Directors and Officers of the Registrant for the fiscal
year ending September 30, 1997, and to the date hereof, and the period or
periods during which each such Director or Officer served in his or her
respective positions.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
<S> <C> <C> <C>
Mel B. Greenspoon Chairman, 01/96 06/97
Chief Executive
Officer, and 01/96 06/97
Director 01/96 06/97
Allan Greenspoon President, 01/96 12/96
Chief Financial
Officer, and 01/96 06/97
Director 01/96 06/97
Lee A. Greenspoon Executive Vice
President, 01/96 12/96
President, 12/96 *
Chief Operating
Officer, 12/96 06/97
Chief Executive 06/97 *
Officer, and
Director 01/96 *
Michael J. Bellman Vice President 12/96 06/97
Darryl R. Lustig(1) Director 01/96 *
Allan H. Ingles Director 06/97 *
Richard H. Schapler Director 06/97 *
Lorie W. Lovejoy Director 06/97 *
Avi S. Greenspoon Secretary 01/96 *
Jack R. Coombs President, and 12/93 01/96
Director 12/93 01/96
Sandra E. Hansen Vice President, and 02/94 01/96
Director 02/94 01/96
Sheryl A. Ross Secretary, 12/93 01/96
Treasurer, and 12/93 01/96
Director 12/93 01/96
</TABLE>
Notes:
* These persons presently serve in the capacities indicated opposite their
respective names.
(1) Member of the Compensation Committee.
TERM OF OFFICE
The term of office of the current Directors shall continue until the next
annual meeting of stockholders, which is scheduled to be held in February of
each year or such other time as designated by the Board of Directors. No annual
meeting has been held for the past four fiscal years as the Registrant has been
substantially inactive during these periods; however, according to the Utah
Revised Business Corporation Act, the failure to hold an annual meeting has had
no adverse effect on the actions taken by the Board of Directors and Officers
during these periods.
The annual meeting of the Board of Directors immediately follows the annual
meeting of stockholders, at which Officers for the coming year are elected.
As well, the Board of Directors may from time to time appoint such other
Officers as it deems appropriate.
BUSINESS EXPERIENCE
Lee A. Greenspoon (29), is President and Chief Executive Officer and a Director
of the Registrant. Mr. Greenspoon has a Master of Business Administration
degree, a Master of Real Property Development diploma, and a Bachelor of Arts
degree in Urban Geography. From January 1995 to October 1995, he was Managing
Director of Seidenstrasse Development Corporation, an international merchant
banking company specializing in infrastructure-related projects in the
People's Republic of China. While with Seidenstrasse, he initiated several
projects involving cementitious products, water supply and disposal systems,
and heavy construction equipment. From May 1993 to January 1995, he was Vice
President, Market Development of Bariston Inc., a company specializing in
Latin American and Eastern European export development and technology transfer.
Mr. Greenspoon joined Bariston at its inception and was responsible for
developing the strategic vision of the company, as well as the development and
management of strategic alliances in Argentina, Chile, China, and Mexico. Mr.
Greenspoon was also responsible for the formation of Bariston's advisory board,
which included chief executives from a number of large North American companies.
Mr. Greenspoon has been a special lecturer on international business strategy at
the Schulich School of Business in Toronto, Canada and the Universitad de
Catholica in Santiago, Chile. Mr. Greenspoon has led and taken part in a
number of international trade missions.
Darryl R. Lustig, (40), is a Director of the Registrant. Mr. Lustig is currently
Corporate Vice President, Sales and Marketing of Colonial Health Care Supply
Registrant of Lake Zurich, Illinois, a subsidiary of Bergen Brunswig
Corporation. Prior to joining Colonial, Mr. Lustig was responsible for the
start-up of Gibeck, Inc. in the United States, which specializes in the
manufacturing and distribution of anesthesia and respiratory supplies. Mr.
Lustig has extensive experience in the area of distribution, having spent the
last 18 years in sales and marketing positions in the health care industry,
both with manufacturing and distribution companies, domestically and
internationally.
Allan H. Ingles (56), a director, resides in Toronto, Canada. Mr. Ingles is
President of the Salesmaster Corporation of America (Canada) Limited, an
importer, distributor and manufacturer of pharmaceutical and health care
products for the Canadian and United States markets. Salesmaster has the
exclusive distribution rights for Penaten baby products and Kwai garlic
supplements for the Canadian market. Mr. Ingles is a pharmacist, educated at
the University of Toronto.
Lorie W. Lovejoy (64) , a director, resides in the Bahamas. Mr. Lovejoy has had
extensive international experience being involved in various aspects of trade
finance, commodities sourcing and contracting, precious metals wholesaling,
and various exporting businesses. Mr. Lovejoy formerly owned a fishing fleet
and resided in Chile. Mr. Lovejoy was also the founder of a company
specialising in retirement community development.
Richard S. Schapler (50) , a director, resides in the Cayman Islands. Mr.
Schapler has over 15 years experience in the precious metals business, as well
as extensive securities, commodities and brokerage experience. Mr. Schapler has
had experience in the mobile home industry at the park development, financing,
sales and general management levels. Mr. Schapler also has a background in the
music industry as a performer and recording executive producer.
Avi S. Greenspoon, age 28, is the Secretary of the Registrant. Mr. Greenspoon is
a lawyer and a member of the Bar of the Province of Ontario. Mr. Greenspoon is
an associate in the securities practice group at Fogler, Rubinoff, a Toronto
based law firm.
FAMILY RELATIONSHIPS
Messrs. Lee A. Greenspoon and Avi S. Greenspoon are brothers and are both a
cousin to Mr. Darryl R. Lustig.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the knowledge of management, during the past five years, no present or former
Director, person nominated to become a Director, Officer, promoter or control
person of the Registrant:
(1) was a general partner or executive officer of any business by or against
which any bankruptcy petition was filed, whether at the time of such filing
or two years prior thereto;
(2) was convicted in a criminal proceeding or named the subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting in any type of business,
securities or banking activities; and
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following statements were filed with the Securities and Exchange Commission
during the fiscal year ending September 30, 1997: Form 3 (Initial Statement of
Beneficial Ownership of Securities) for Ralst & Co. Ltd., JMR Ltd.,
Slalom Investments Ltd., Richard S. Schapler and 21st Century Health Care.
ITEM 10. EXECUTIVE COMPENSATION.
On January 24, 1996, the Registrant registered and filed with the Securities and
Exchange Commission on Form S-8 its 1996 Nonqualifying Stock Option Plan and,
separately on Form S-8, its 1996 Qualified Stock Option Plan, both of which are
incorporated herein by reference. The Registrant registered 2,000,000 shares of
its Common Stock under each plan. Commensurate with the resignation of Allan
Greenspoon and Michael Bellman as Officers and Directors of the Registrant,
stock options in the amount of 500,000 and 250,000 shares which were granted and
not exercised were cancelled. As well, a grant of 500,000 stock options to Lee
A. Greenspoon were also cancelled upon the entering into of his management
services agreement with the Registrant.
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid by the Registrant
for services rendered for the fiscal year ended September 30, 1997 (the table
has been divided for ease of presentation):
<TABLE>
Annual Compensation
<CAPTION>
(a) (b) (c) (d) (e)
Name and Principal Year Ended Salary Bonus ($) Other Annual
Positions Sept. 30 Compensation
<S> <C> <C> <C> <C>
Lee A. Greenspoon
President, Chief Executive
Officer and Director* 1997 0 0 0
Darryl R. Lustig
Director 1997 0 0 0
Avi S. Greenspoon
Secretary 1997 0 0 0
Allan H. Ingles
Director 1997 0 0 0
Lorie W. Lovejoy
Director 1997 0 0 0
Richard S. Schapler
Director 1997 0 0 0
</TABLE>
* Lee A. Greenspoon has a consulting agreement with the Registrant that
includes the payment of a management fee and a performance bonus. Mr.
Greenspoon is not deemed an employee of the Registrant.
<TABLE>
Long Term Compensation
<CAPTION>
(a) (b) (f) (g) (h) (i)
Name and Principal Year Ended Restricted Securities LTIP All Other
Positions Sept. 30 Stock Awards Underlying Payouts Compensation
Options/SARs#
<S> <C> <C> <C> <C> <C>
Lee A. Greenspoon
President and Chief
Executive Officer
and Director* 1997 0 0/0 0 0
Darryl R. Lustig
Director 1997 0 0/0 0 0
Avi S. Greenspoon
Secretary 1997 0 0/0 0 0
Allan H. Ingles
Director 1997 0 0/0 0 0
Lorie W. Lovejoy 1997 0 0/0 0 0
Director
Richard S. Schapler
Director 1997 0 0/0 0 0
</TABLE>
* Lee A. Greenspoon has a consulting agreement with the Registrant that includes
the payment of a management fee and a performance bonus. Mr. Greenspoon is not
deemed an employee of the Registrant.
OPTION/SAR GRANTS
On January 24, 1996, the Registrant filed its 1996 Nonqualifying Stock Option
Plan and its 1996 Qualified Stock Option Plan, both on Form S-8, with the
Securities and Exchange Commission. A total of 2,000,000 shares of Common
Stock were registered under each plan. The Registrant has granted under the
1996 Nonqualifying Stock Option Plan 308,000 stock options, in the aggregate,
to certain consultants of the Registrant in lieu of cash payment for services.
None of these consultants were Officers, Directors or affiliates of the
Registrant at the date of such grant and, none are Officers, Directors or
affiliates of the Registrant as of the date hereof. As of the date hereof,
all of the aforementioned 308,000 options have been exercised.
As of September 30, 1997, there are no outstanding options granted to Directors
or Officers of the Registrant from its 1996 Qualified Stock Option Plan.
LONG-TERM INCENTIVE PLAN AWARDS TABLE
There are no long-term incentive plans of the Registrant.
As indicated previously in this Item, on January 24, 1996, the Registrant filed
two S-8 Registration Statements, one to register its 1996 Nonqualifying Stock
Option Plan and the other to register its 1996 Qualified Stock Option Plan,
both of which are incorporated herein by reference. The Registrant registered
2,000,000 shares of its Common Stock under each plan.
COMPENSATION OF DIRECTORS
No compensation has been paid or is payable to the Directors of the Registrant
in their capacity as such.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
There are no employment contracts between the Registrant and any of its
Directors or Officers. Lee Greenspoon has a consulting agreement with the
Registrant that contemplates the payment of a management fee and a performance
bonus.
There are no compensatory plans or arrangements, including payments to be
received from the Registrant, with respect to any person named in the Summary
Compensation Table of this Item, which would in any way result in payments to
such person because of his or her resignation, retirement or other termination
of such person's employment with the Registrant, or any change in control of
the Registrant, or a change in the person's responsibilities following a change
in control of the Registrant.
REPORT ON REPRICING OF OPTIONS/SARS
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the shareholdings of the Registrant's present
Officers and Directors and those persons known to management who beneficially
own more than 5% of the Registrant's Common Stock as of December 24, 1997.
<TABLE>
(1) (2) (3) (4)
Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Owner Class
<S> <C> <C> <C>
Common Stock Lee A. Greenspoon(2)
11 Wetherby Circle, Thornhill,
Ontario, Canada, L3T 7R8 750,000 6.48%
Common Stock Darryl R. Lustig
55 Oakwood Road, Lake Zurich,
Illinois 0 0%
Common Stock Lorie W. Lovejoy
P.O. Box S-S19402
Nassau, Bahamas 0 0%
Common Stock Allan H. Ingles
103 Mossgrove Trail
North York, Ontario 43,371 0.037%
Common Stock Ralst & Co. Ltd
P.O. Box 1495,George Town,
Grand Cayman, Cayman Islands,
B.W.I. 1,179,699 10.2%
Common Stock Slalom Investments, Ltd.
P.O. Box 866,Anderson Square
Building, George Town, Grand
Cayman, Cayman Islands,B.W.I. 2,394,095 20.7%
Common Stock JMR Ltd.
P.O. Box S-S19402, Nassau,
The Commonwealth of the
Bahamas 1,179,699 10.2%
Common Stock Richard S. Schapler
P.O. Box 206 Northside,
GrandCayman, Cayman Islands,
B.W.I. 1,145,022 9.9%
Common Stock Michael J. Bellman
128 Clansman Blvd., North York,
Ontario, Canada M2H 1Y1 578,533 5.0%
Common Stock Avi S. Greenspoon
104 MacArthur Drive , Thornhill,
Ontario L4J 8J6 572,336 4.9%
Common Stock 21st Century Health Care Inc.
135 West Beaver Creek,
Richmond Hill, Ontario. 750,000 6.48%
Common Stock Mimi Greenspoon
85 Skymark Drive, Suite 1703
North York, Ontario 600,000 5.19%
</TABLE>
Notes:
The Officers and Directors of the Registrant collectively as a group own an
aggregate of 6,691,886 shares of Common Stock, representing approximately 58%
of the issued and outstanding Common Stock of the Registrant, on a fully diluted
basis.
CHANGES IN CONTROL
To the knowledge of management of the Registrant, there are no present
arrangements or pledges of the Registrant's securities which may result in a
change of control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to the acquisition of IMS on June 11, 1997, the Registrant entered into
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Registrant, whereby the Registrant sold all
its shares of its wholly-owned subsidiary, Windsor Acquisition Corp.
("Windsor"), to Mr. Greenspoon for $1.00. As at such date, Windsor had not
earned any revenues since its incorporation, had outstanding accrued liabilities
in excess of $300,000 (approximately half of which were owed to Mr. Greenspoon,
directly and indirectly) and, in the view of management of the Registrant, had
no prospects to earn any revenue in the foreseeable future. Please see the
Registrant's Form 8-K, dated June 27, 1997, which is incorporated herein by
reference. Windsor held an exclusive global license to market and distribute
a cosmetic product known as the Novatone Facial Toner.
Also, on June 11, 1997, the Registrant also entered into a share purchase
agreement with Mel B. Greenspoon, whereby the Registrant sold all its shares
of its wholly-owned subsidiary, Globesat Infrastructure Technologies Corp.
("Globesat I.T."), to Mr. Greenspoon for $1.00. As at such date, Globesat I.T.
had not earned any revenues since its incorporation, held certain distribution
rights which were being challenged by the ultimate holder of the underlying
rights and, in the view of management of the Registrant, had no prospects to
earn revenue in the foreseeable future. Please see the Registrant's Form 8-K,
dated June 27, 1997, which is incorporated herein by reference.
IMS has issued five notes payable, in the principal amounts of $535,300,
$22,000, $22,000, $16,000, and $11,200 respectively, to Richard S. Schapler,
a former shareholder of IMS and current shareholder and Director of the
Registrant. 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 $27,784.
TRANSACTIONS WITH PROMOTERS
None.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
REPORTS ON FORM 8-K
A report on Form 8-K was filed by the Registrant on June 27, 1997.
EXHIBITS
Exhibit No. Description
3.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Form 10-KSB for the
fiscal year ended September 30, 1994).
3.2 Articles of Amendment to the Articles of Incorporation of
the Registrant, filed on November 2, 1987 (incorporated by
reference to Exhibit 3.3 to the Registrant's Form 10-KSB
for the fiscal year ended September 30, 1994).
3.3 Articles of Amendment to the Articles of Incorporation of
the Registrant, filed on April 2, 1990 (incorporated by
reference to Exhibit 3.3 to the Registrant's Form 10-KSB
for the fiscal year ended September 30, 1994).
3.4 By-laws of the Registrant (incorporated by reference to
Exhibit 3.4 to the Registrant's Form 10-KSB Annual Report
for the fiscal year ended September 30, 1994).
3.5 Amended by-laws of the Registrant.
10.1 1996 Nonqualifying Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Registrant's Registration Statement on
Form S-8 dated January 24, 1996.
10.2 1996 Qualified Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on Form
S-8 dated January 24, 1996.
10.3 Share Purchase Agreement between the Registrant and Richard S.
Schapler in respect of the purchase of IMS (incorporated by
reference to the Registrants June 27, 1997 Form 8K).
27 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 30th day of
December, 1997.
GLOBESAT HOLDING CORP.
(Registrant)
BY: /s/ Lee A. Greenspoon
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities as follows:
SIGNATURES TITLE DATE
/s/ Lee A. Greenspoon Member of the Board of 12/30/97
Directors, President and
Chief Executive Officer
/s/ Lorie W. Lovejoy Member of the Board of 12/30/97
Directors
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Globesat
Holding Corp.'s consolidated financial statements for the fiscal year ended
September 30, 1997 and is qualified in its entirety by reference to such
financial statements
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> SEP-30-1997 SEP-30-1996 SEP-30-1995
<PERIOD-END> SEP-30-1997 SEP-30-1996 SEP-30-1995
<CASH> 542604 14744 6457
<SECURITIES> 2000 0 0
<RECEIVABLES> 77139 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 4712 0
<CURRENT-ASSETS> 621743 19456 6457
<PP&E> 3024 3864 0
<DEPRECIATION> 840 350 0
<TOTAL-ASSETS> 624767 93820 33359
<CURRENT-LIABILITIES> 665735 209897 1000
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 115657 51437 3000
<OTHER-SE> 0 0 0
<TOTAL-LIABILITY-AND-EQUITY> 624767 93820 33359
<SALES> 0 0 0
<TOTAL-REVENUES> 5139 0 437
<CGS> 0 0 0
<TOTAL-COSTS> 218479 255744 44179
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 34691 8744 0
<INCOME-PRETAX> 9889 (255744) (41742)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (213340) (255744) (43742)
<DISCONTINUED> 223229 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 9889 (255744) (41742)
<EPS-PRIMARY> 0 (.07) (.20)
<EPS-DILUTED> 0 (.07) (.20)
</TABLE>
