<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 July 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
Commission file number - 0-25614
GLOBUS CELLULAR, LTD.
(formerly Globus Cellular & User Protection, Ltd.)
(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.)
1955 Moss Court, Kelowna, British Columbia, Canada V1Y 9L3
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (250) 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:
10,257,144 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
--------- --------
<PAGE> 3
GLOBUS CELLULAR, 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
July 31, 1999
ASSETS
Current assets:
Cash $ 319,108
Accounts receivable, other 15,833
Inventories 2,548
Prepaid expenses 24,709
Net assets of discontinued operation 55,392
-----------
Total current assets 417,589
Property and equipment, at cost, less
accumulated depreciation of $59,293 196,454
Other assets 20,410
-----------
$ 634,453
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,392
Notes payable 1,057
Loans from stockholders 321,175
-----------
Total current liabilities 323,623
Stockholders' equity:
Preferred stock, $.001 par value,
20,000,000 shares authorized, -
Common stock, $.001 par value,
100,000,000 shares authorized,
10,257,144 shares issued and
outstanding 10,257
Additional paid-in capital 4,327,719
Stock subscriptions 117,790
Foreign exchange adjustment (22,857)
(Deficit) (4,122,080)
-----------
310,829
-----------
$ 634,453
===========
See accompanying notes to financial statements.
<PAGE>5
Globus Cellular Ltd.
Statements of Operations
Three Months and Nine Months Ended July 31, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Three Months Nine Months
Nine Months
Ended Ended Ended Ended
July July July July
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Other income $ 1,338 $ 667 $ 1,603 $ 9,770
----------- ----------- ----------- -----------
1,338 667 1,603 9,770
Other costs and expenses:
General and administrative 137,882 124,879 614,675 531,847
Research and development 15,191 19,895 36,932 46,938
----------- ----------- ----------- -----------
153,073 144,774 651,607 578,785
----------- ----------- ----------- -----------
Income (loss) from operations (151,736) (144,107) (650,005) (569,015)
Other income and (expense):
Interest expense (1,557) (327) (4,696) (8,677)
----------- ----------- ----------- -----------
(1,557) (327) (4,696) (8,677)
----------- ----------- ----------- -----------
Income (loss) from continuing operations
before income taxes (153,292) (144,434) (654,700) (577,692)
Provision for income taxes 2,099 6,036 11,279 7,742
----------- ----------- ----------- -----------
Income (loss) from continuing operations (151,193) (138,398) (643,421) (569,950)
Income (loss) from discontinued operation
net of income taxes of $11,279 and $7,742 4,075 4,207 21,895 15,029
----------- ----------- ----------- -----------
Net income (loss) $ (147,118) $ (134,191) $ (621,526) $ (554,921)
=========== =========== =========== ===========
Basic earnings (loss) per share:
Net income (loss) from continuing operations $ (0.02) $ (0.02) $ (0.09) $ (0.08)
Net income (loss) from discontinued operation - 0.00 0.00 0.00
----------- ----------- ----------- -----------
$ (0.02) $ (0.02) $ (0.08) $ (0.08)
=========== =========== =========== ===========
Weighted average shares outstanding 7,877,747 7,235,985 7,344,342 7,174,309
=========== =========== =========== ===========
Net income (loss) $ (147,118) $ (134,191) $ (621,526) $ (554,921)
Foreign exchange gain (loss) net of
income taxes (24,325) (1,578) 19,290 (9,750)
----------- ----------- ----------- -----------
Comprehensive income (loss) $ (171,443) $ (135,769) $ (602,236) $ (564,671)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Globus Cellular Ltd.
Statements of Cash Flows
Nine Months Ended July 31, 1999 and 1998
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
July July
1999 1998
-------- --------
<S> <C> <C>
Net cash provided by (used in)
operating activities (284,115) (186,155)
------------ ------------
Cash flows from investing activities:
Purchase of equipment (156,742) (97,325)
----------- -----------
Net cash provided by (used in)
investing activities (156,742) (97,325)
Cash flows from financing activities:
Common stock sold for cash 872,955 101,733
Repayment of notes payable (833) -
Repayment of officer loans (143,830) (55,021)
----------- -----------
Net cash provided by (used in)
financing activities 728,292 46,712
----------- -----------
Increase (decrease) in cash 287,435 (236,768)
Cash and cash equivalents,
beginning of period 31,673 349,133
----------- -----------
Cash and cash equivalents,
end of period $ 319,108 $ 112,365
=========== ===========
</TABLE>
<PAGE>7
Globus Cellular & User Protection, Ltd.
Notes to Financial Statements
July 31, 1999
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, 1998.
Stockholders' equity
Basic (loss) per share was computed using the weighted average
number of common shares outstanding.
During the period ended July 31, 1999 the Company issued 251,957
shares of its common stock pursuant to a registration statement
on Form S-8. The shares issued were valued at $115,777 based on
quoted market prices at the date the shares were authorized for
issuance. Additionally during the period, the Company issued
41,770 shares of its restricted common stock for services
provided to the Company valued at $10,364.
The Company's past president (retired effective June 4, 1999) and
principal shareholder agreed to accept 238,055 shares of the Company's
restricted common stock as payment of $42,850 of outstanding advances
to the Company. Additionally, the Company sold 2,566,659 shares of its
restricted common stock for cash aggregating $669,465 and accepted an
additional $117,790 in cash as subscriptions to common stock.
See accompanying notes to financial statements.
<PAGE>8
GLOBUS CELLULAR, LTD.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations: Capital Resources and Liquidity.
The Company emerged (October 18, 1994) from a Chapter 11 bankruptcy
proceeding that it filed in March, 1993. Since the date of filing of
the bankruptcy proceeding, Company was inactive and was not engaged in
any 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"), that it subsequently sold to
Company pursuant to the Plan of Reorganization, filed and approved by
the U.S. Bankruptcy Court.
During the period ended July 31, 1999, the Company issued 251,957
shares of its common stock pursuant to a registration statement on Form
S-8. The shares issued were valued at $115,777 based on quoted market
prices at the date the shares were authorized for issuance.
Additionally, during the period, the Company issued 37,500 shares of
its restricted common stock for services provided to the Company valued
at $7,695. 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.
Commitments and Contingencies. The Company has an agreement with Dr.
Paul F. Bickert (its founder, past President and General Manager, past
Director and major stockholder) to pay Dr. Bickert lease of technology
payments of $10,000 (US) monthly for the technology utilized in the
Company's products. This agreement expires in 2002, with an option to
renew. Total payments required under this lease are as follows: 1999
$120,000 2000 120,000 2001 120,000 2002 40,000 - $400,000. During
May 1997, the Company entered into a royalty agreement whereby Dr.
Bickert is to receive a 4% royalty fee on gross receipts from the sale
of products incorporating newly developed technology for a high
performance antenna for a portable communication device.
The Company's past president and principal shareholder agreed to accept
238,055 shares of the Company's restricted common stock as payment of
$42,850 of outstanding advances to the Company.
During the nine months ended July 31, 1999, the Company purchased
equipment valued at $156,742 resulting in net cash provided used in
investing activities of $156,742.
During the nine months ended July 31, 1998, the Company purchased
equipment valued at $97,325. As a result, net cash used in investing
activities was $97,325 for the nine months ending July 31, 1998.
During the nine months ended July 31, 1999, the Company repaid officer
loans of $143,830. Additionally, the Company repaid $833 of notes
payable and received $872,955 from the sale of its common stock. As a
result, the Company had net cash provided by financing activities of
$728,292.
During the nine months ended July 31, 1998, the Company sold common
stock for cash of $101,733 and repaid $55,021 of officer loans. As a
result, the Company has net cash used in financing activities of
$46,712.
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, the Company's product is new in
the market and there are no assurances it can be marketed successfully
and/or profitably.
Results of Operations. For the nine months ended July 31, 1999
compared to July 31, 1998. The Company only has minimal revenue of
$1,603 for the nine months ended July 31, 1999 compared to $9,770 for
the nine months ended July 31, 1998. The Company had research and
development costs of $36,932 for the nine months ended July 31, 1999
compared to $46,938 for the nine months ended July 31, 1998.
General and administrative expenses for the nine months ended July 31,
1999 were $614,675. These expenses consisted primarily of
accounting ($11,840), advertising ($3,067), consulting ($179,319),
<PAGE>9
legal fees ($25,664), marketing expense ($16,962), office expense
($17,262), promotion ($5,853), rent ($19,821), telephone ($6,761),
investor relations ($28,127), travel ($41,623) and wages ($11,153).
The Company paid technology lease payments of $90,000, director fees of
$48,000 and management payments of $46,000. For the nine months ended
July 31, 1999, the Company had depreciation of $13,000 and amortization
of $9,000.
General and administrative expenses for the nine months ended July 31,
1998 were $531,847. These expenses consisted primarily of accounting
($16,733), consulting ($194,111), legal fees ($26,892), office expense
($10,736), promotion ($28,161), rent ($8,096), telephone ($5,643),
travel ($11,898) and wages ($48,047). The Company had technology lease
expense of $90,000 for the nine months ended July 31, 1999 and made
management contract payments of $67,500. For the nine months ended July
31, 1998, the Company had depreciation of $15,200 and amortization of
$5,664.
<PAGE>10
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
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: September 15, 1999 /s/ Bernard Penner
-------------------------------
Bernard Penner, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JUL-31-1998
<CASH> 319,108
<SECURITIES> 0
<RECEIVABLES> 15,833
<ALLOWANCES> 0
<INVENTORY> 2,548
<CURRENT-ASSETS> 417,589
<PP&E> 196,454
<DEPRECIATION> 59,293
<TOTAL-ASSETS> 634,453
<CURRENT-LIABILITIES> 323,623
<BONDS> 0
<COMMON> 10,257
0
0
<OTHER-SE> 300,572
<TOTAL-LIABILITY-AND-EQUITY> 634,453
<SALES> 0
<TOTAL-REVENUES> 1,603
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 651,607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,696
<INCOME-PRETAX> (654,700)
<INCOME-TAX> 11,279
<INCOME-CONTINUING> (643,421)
<DISCONTINUED> 21,995
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (621,526)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
