<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 April 30, 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:
9,087,082 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
April 30, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 406,168
Accounts receivable, other 15,288
Inventories 2,548
Prepaid expenses 15,668
Net assets of discontinued operation 56,724
-----------
Total current assets 496,395
Property and equipment, at cost, less
accumulated depreciation of $59,293 97,082
Other assets 23,410
-----------
$ 616,887
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,309
Notes payable 1,421
Loans from stockholders 442,417
-----------
Total current liabilities 453,147
Stockholders' equity:
Preferred stock, $.001 par value,
20,000,000 shares authorized, -
Common stock, $.001 par value,
100,000,000 shares authorized,
9,087,082 shares issued and
outstanding 9,087
Additional paid-in capital 4,020,294
Stock subscriptions 117,790
Foreign exchange adjustment (8,469)
(Deficit) (3,974,962)
-----------
163,740
-----------
$ 616,887
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Globus Cellular Ltd.
Statements of Operations
Three Months and Six Months Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
April 30, April 30, April 30, April 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Other income $ 117 $ 7,726 $ 265 $ 9,103
---------- ----------- ----------- -----------
117 7,726 265 9,103
Other costs and expenses:
General and administrative 325,445 174,306 476,793 406,968
Research and development 11,676 16,002 21,741 27,043
----------- ----------- ----------- -----------
337,121 190,308 498,534 434,011
----------- ----------- ----------- -----------
Income (loss) from operations (337,004) (182,582) (498,270) (424,908)
Other income and (expense):
Interest expense (2,313) (5,551) (3,139) (8,350)
----------- ----------- ----------- -----------
(2,313) (5,551) (3,139) (8,350)
----------- ----------- ----------- -----------
Income (loss) from continuing operations
before income taxes (339,317) (188,133) (501,408) (433,258)
Provision for income taxes 6,162 743 9,180 1,706
----------- ----------- ----------- -----------
Income (loss) from continuing operations (333,155) (187,390) (492,228) (431,552)
Income (loss) from discontinued operation
net of income taxes of $9,180 and $1,70 11,961 4,207 17,820 9,667
----------- ----------- ----------- -----------
Net income (loss) $ (321,195) $ (183,183) $ (474,408) $ (421,885)
=========== =========== =========== ===========
Basic earnings (loss) per share:
Net income (loss) from continuing operations $ (0.04) $ (0.03) $ (0.07) $ (0.06)
Net income (loss) from discontinued operation - - - -
----------- ----------- ----------- -----------
$ (0.04) $ (0.03) $ (0.07) $ (0.06)
=========== =========== =========== ===========
Weighted average shares outstanding 7,877,747 7,235,985 7,344,342 7,174,309
=========== =========== =========== ===========
Net income (loss) $ (321,135) $ (183,183) $ (474,408) $ (421,885)
Foreign exchange gain (loss) net of
income taxes 15,897 (2,032) 43,615 (8,172)
----------- ----------- ----------- -----------
Comprehensive income (loss) $ (305,298) $ (185,215) $ (430,793) $ (430,057)
===========
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Globus Cellular Ltd.
Statements of Cash Flows
Six Months Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
April 30, April 30,
1999 1998
-------- --------
<S> <C> <C>
Net cash provided by (used in)
operating activities $ (83,901) $ (174,203)
------------ ------------
Cash flows from investing activities:
Purchase of equipment (52,370) (38,462)
----------- -----------
Net cash provided by (used in)
investing activities (52,370) (38,462)
Cash flows from financing activities:
Common stock sold for cash 503,823 59,199
Repayment of notes payable (469) (49,476)
Increase in officer loans 7,412 -
----------- ----------
Net cash provided by (used in)
financing activities 510,766 9,723
----------- ----------
Increase (decrease) in cash 374,495 (202,942)
Cash and cash equivalents,
beginning of period 31,673 349,133
----------- -----------
Cash and cash equivalents,
end of period $ 406,168 $ 146,191
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Globus Cellular & User Protection, Ltd.
Notes to Financial Statements
April 30, 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 April 30, 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.
The Company's 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.
Additionally, the Company sold 1,816,659 shares of its restricted
common stock for cash aggregating $386,033 and accepted an
additional $117,790 in cash as subscriptions to common stock.
<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 April 30, 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, product inventor, President and General
Manager, 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 entered into an employment contract with an officer. The
agreement covers the period ended April 30, 1999 and provides for
payments aggregating $7,500 per month. The agreement is expected to
continue in force until terminated by either party. Additionally, the
Company shall pursue a registration of its Common Shares and Class A
and B 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.
During the six months ended April 30, 1999, the Company purchased
equipment valued at $52,370 resulting in net cash provided used in
investing activities of $52,370.
During the six months ended April 30, 1998, the Company purchased
equipment valued at $38,462. As a result, net cash used in investing
activities was $38,462 for the six months ending April 30, 1998.
During the six months ended April 30, 1999, the Company had an increase
in officer loans of $7,412. For that same period, the Company repaid
$469 of notes payable and received $503,823 from the sale of its common
stock. As a result, the Company had net cash provided by financing
activities of $510,766.
During the six months ended April 30, 1998, the Company sold common
stock for cash of $59,199 and repaid $49,476 of officer loans. As a
result, the Company has net cash used in financing activities of
$9,723.
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 six months ended April 30, 1999
compared to April 30, 1998. The Company only has minimal revenue of
$265 for the six months ended April 30, 1999 compared to $9,103 for the
<PAGE>9
six months ended April 30, 1998. The Company had research and
development costs of $21,741 for the six months ended April 30, 1999
compared to $27,043 for the six months ended April 30, 1998.
General and administrative expenses for the six months ended April 30,
1999 were $476,793. These expenses consisted primarily of
accounting ($10,127), advertising ($3,027), finders fees ($21,445)
consulting ($15,506), legal fees ($26,137), marketing expense
($16,970), office expense ($15,001), promotion ($5,855), rent
($13,043), telephone ($5,547), investor relations ($22,153), travel
($30,841) and wages ($40,521). The Company paid technology lease
payments of $60,000, director fees of $48,000 and management payments
of $45,000. For the six months ended April 30, 1999, the Company had
depreciation of $8,000 and amortization of $6,000.
General and administrative expenses for the six months ended April 30,
1998 were $406,968. These expenses consisted primarily of accounting
($14,504), consulting ($168,374), legal fees ($25,447), office expense
($8,023), promotion ($1,844), rent ($5,410), telephone ($3,812), travel
($11,171) and wages ($25,529). The Company had technology lease expense
of $60,000 for the six months ended April 30, 1999 and made management
contract payments of $45,000. For the six months ended April 30, 1998,
the Company had depreciation of $12,100 and amortization of $3,776.
<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: June 20, 1999 /s/ Bernard Penner
-------------------------------
Bernard Penner, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> APR-30-1998
<CASH> 406,168
<SECURITIES> 0
<RECEIVABLES> 15,288
<ALLOWANCES> 0
<INVENTORY> 2,548
<CURRENT-ASSETS> 496,395
<PP&E> 97,082
<DEPRECIATION> 59,293
<TOTAL-ASSETS> 616,887
<CURRENT-LIABILITIES> 453,147
<BONDS> 0
<COMMON> 9,087
0
0
<OTHER-SE> 154,653
<TOTAL-LIABILITY-AND-EQUITY> 616,887
<SALES> 0
<TOTAL-REVENUES> 265
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 498,534
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,139
<INCOME-PRETAX> (501,408)
<INCOME-TAX> 9,180
<INCOME-CONTINUING> (492,228)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (474,408)
<EPS-BASIC> (.07)
<EPS-DILUTED> (.07)
</TABLE>
