<PAGE>2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended January 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
Commission file number - 0-25614
GLOBUS CELLULAR & USER PROTECTION, LTD.
(formerly Leridges International, Inc.)
(Exact name of Small Business Issuer in its charter)
NEVADA 88-0228274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1980 Windsor Road
Kelowna, British Columbia, Canada V1Y 4R5
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code:
(604) 860-3130
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
file such filing requirements for the past thirty days.
Yes x No
------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
7,156,084 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
--------- --------
<PAGE>3
GLOBUS CELLULAR & USER PROTECTION LTD.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
<PAGE>4
PART I
Item 1. Financial Statements:
Globus Cellular Ltd.
Balance Sheet
January 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 301,596
Accounts receivable, trade 4,662
Accounts receivable, other 8,708
Inventories 60,509
Prepaid expenses 29,107
Prepaid expenses - related party -
-----------
Total current assets 404,581
Property and equipment, at cost, less
accumulated depreciation of $34,893 57,748
Other assets 22,860
-----------
$ 485,190
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 31,013
Loans from stockholders 151,844
-----------
Total current liabilities 182,857
Stockholders' equity:
Preferred stock, $.001 par value,
20,000,000 shares authorized, -
Common stock, $.001 par value,
100,000,000 shares authorized,
7,156,084 shares issued and
outstanding 7,156
Additional paid-in capital 3,354,410
Stock subscriptions (36,345)
Foreign exchange adjustment (21,467)
(Deficit) (3,001,421)
-----------
302,333
-----------
$ 485,190
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Globus Cellular Ltd.
Statements of Operations
Three Months Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
January 31, January 31,
1998 1997
-------- --------
<S> <C> <C>
Revenue:
Sales $ 19,268 $ 30,476
Other income 1,378 2,508
----------- -----------
20,646 32,984
Other costs and expenses:
Cost of sales 15,578 18,216
General and administrative 229,930 242,065
Research and development 11,041 11,541
----------- -----------
256,548 271,822
----------- -----------
Income (loss) from operations (235,903) (238,838)
Other income and (expense):
Interest expense (2,799) (1,301)
----------- -----------
(2,799) (1,301)
----------- -----------
Income (loss) before income taxes (238,702) (240,139)
Provision for income taxes - -
----------- -----------
Net income (loss) $ (238,702) $ (240,139)
=========== ===========
Basic (loss) per share:
Net income (loss) $ (0.03) $ (0.06)
=========== ===========
Weighted average shares outstanding 7,112,634 3,952,388
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Globus Cellular Ltd.
Statements of Cash Flows
Three Months Ended January 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
January 31, January 31,
1998 1997
-------- --------
<S> <C> <C>
Net cash provided by (used in)
Operating activities (68,067) (53,869)
--------- ---------
Cash flows from investing activities:
Purchase of equipment (32,889) ( 1,742)
Trademark costs - -
________ _________
Net cash provided by (used in)
investing activities (32,889) ( 1,742)
Cash flows from financing activities:
Common stock sold for cash 59,199 27,823
Increase in officer loans - 32,655
Repayment of officer loans (5,780) -
_________ __________
Net cash provided by (used in)
financing activities 53,419 60,478
___________ __________
Increase (decrease) in cash (47,537) 4,867
Cash and cash equivalents,
beginning of period 349,133 40,009
--------- -------
Cash and cash equivalents,
end of period $ 301,596 $ 44,876
======== =======
Supplemental cash flow information:
Cash paid for interest $ 2,799 $ 1,301
Cash paid for income taxes $ - $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Globus Cellular & User Protection, Ltd.
Notes to Financial Statements
Basis of presentation
The accompanying condensed unaudited financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full
year. The accompanying financial statements should be read in
conjunction with the Company's form 10-KSB filed for the year
ended October 31, 1997.
Stockholders equity
Basic (loss) per share was computed using the weighted average
number of common shares outstanding.
During the period ended January 31, 1998 the Company issued
53,271 shares of its common stock pursuant to a registration
statement on Form S-8. The shares issued were valued at $49,375
based on quoted market prices at the date the shares were
authorized for issuance. Additionally during the quarter, the
Company issued 19,500 shares of its restricted common stock for services
provided to the Company valued at $13,467, completed the private sale of
72,500 shares of restricted common stock for net cash proceeds of $50,949,
and issued 50,000 shares of restricted common stock pursuant to the exercise
of stock options for which the Company received $8,250 in cash
During the quarter ended January 31, 1998, the Company continued
to amortize unpaid stock subscriptions for shares issued in prior
periods for future services. An aggregate of $36,345 of
consulting services and directors compensation is included in
general and administrative expense for the quarter.
<PAGE>8
GLOBUS CELLULAR & USER PROTECTION LTD.
PART I (cont.)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Capital Resources and Liquidity.
The Company has emerged (October 18, 1994) from a Chapter 11 bankruptcy
proceeding which it filed in March, 1993. Since the date of filing of the
bankruptcy proceeding, the Company had been inactive and had been engaged in
no business. The acquisition of the assets of Globus Cellular & User
Protection Ltd., a Canadian corporation, put the Company into the position of
starting a new business.
Globus Cellular & User Protection Ltd. Canada), a British Columbia
corporation, was incorporated on July 28, 1993. Thereafter, the corporation
acquired the patent rights to the cellular phone product (the "C.U.P"), which
it subsequently sold to Company pursuant to the Plan of Reorganization, filed
and approved by the U.S. Bankruptcy Court.
During the three months ended January 31, 1998, the Company purchased
equipment valued at $32,889. As a result, net cash used in investing
activities was $31,002 for the three months ending January 31, 1998.
During the three months ended January 31, 1998, the Company sold common stock
for cash of $59,199 and repaid $5,780 of officer loans. As a result, the
Company has net cash used in financing activities of $53,419.
No dividends have been declared since the inception of the Company nor does
the Company anticipate that dividends will be declared in the ensuing fiscal
year.
Long-term liquidity will be dependent on anticipated future revenue.
Additionally, the Company shall pursue a registration of its Common Shares
and Class "A" Warrants and will, in part, rely on the subsequent exercise of
said Warrants. Any additional funds raised and any revenues received from
sale of Company's products will enable Company to expand its plan of
operations by increasing its production and expanding its product line.
The Company is not presently aware of any known trends, events or
uncertainties that may have a material impact on net sales, revenues or
income from its operations. However, Company's product is new in the market
and there are not assurances it can be marketed successfully and/or
profitably.
Results of Operations. Total sales decreased from $30,476 for
the three months ended January 31, 1997 to $19,268 for the three months ended
January 31, 1998. However, cost of sales decreased from $2,508 to $1,378 for
those same periods respectively. Selling, general and administrative
expenses decreased slightly to $229,930 for the three months ended January
31, 1998 compared to $242,065 for the same period in 1997 due to a decrease
in accounting fees of $3,063, advertising of $6,748, consulting of $27,156
and management contract payments of $5,000 offset by an increase in
pormotional expenses of $20,212. Research and development expenses stayed
approximately the same at $11,541 for the three months ended January 31, 1997
and $11,041 for the same period in 1997.
<PAGE>10
GLOBUS CELLULAR & USER PROTECTION LTD.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
None
(b) Reports on Form 8-K
None
<PAGE>11
SIGNATURE
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.
Date: March 16, 1998 /s/ Dr. Paul F. Bickert
---------------------------
Dr. Paul F. Bickert, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 301,596
<SECURITIES> 0
<RECEIVABLES> 13,700
<ALLOWANCES> 0
<INVENTORY> 60,509
<CURRENT-ASSETS> 404,581
<PP&E> 57,748
<DEPRECIATION> 34,893
<TOTAL-ASSETS> 485,190
<CURRENT-LIABILITIES> 182,857
<BONDS> 0
<COMMON> 7,156
0
0
<OTHER-SE> 3,354,410
<TOTAL-LIABILITY-AND-EQUITY> 485,190
<SALES> 19,268
<TOTAL-REVENUES> 20,646
<CGS> 15,578
<TOTAL-COSTS> 15,578
<OTHER-EXPENSES> 240,971
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,799
<INCOME-PRETAX> (238,702)
<INCOME-TAX> 0
<INCOME-CONTINUING> (238,702)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (238,702)
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
