SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-Q/SB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                For the Quarterly Period Ended December 31, 2002

                                       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

                      GLOBUS INTERNATIONAL RESOURCES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                                88-0203697
-------------------------------                              -------------------
(State of other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

          80 Wall Street
             Suite 518
          New York, N.Y.                                                10005
---------------------------------------                               ----------
(Address of principal executive office)                               (zip code)

        Registrant's telephone number, including area code: 212-558-6100

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

         4,245,872 shares, $.001 par value, as of February 7, 2003 (Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date)

<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                                  DECEMBER 31, 2002
                                   (Unaudited)

                                    I N D E X

                                                                       Page No.
                                                                       --------

Part I - Financial Information:

      Item 1.  Consolidated Financial Statements (Unaudited):

               Balance Sheets
               As at December 31, 2002 and September 30, 2002 ..........    3

               Statements of Operations
               For the Three Months Ended
               December 31, 2002 and 2001 ..............................    4

               Statements of Changes in Stockholders' Equity
               For the Three Months Ended December 31, 2002
               and Year Ended September 30, 2002........................    5

               Statements of Cash Flows
               For the Three Months Ended
               December 31, 2002 and 2001 ..............................    6

               Notes to Consolidated Financial Statements ..............   7-17


                                  Page 2 of 17
<PAGE>
              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                     December 31, September 30,
                                                        2002          2002
                                                    (Unaudited)
                                                    -----------   ------------
                                     ASSETS

Current assets:
   Cash and cash equivalents                        $   180,654    $   277,314
   Accounts receivable                                2,088,463      1,699,423
   Inventories                                          109,720        125,620
   Other assets                                           2,100            600
                                                    -----------    -----------
            Total current assets                      2,380,937      2,102,957
                                                    -----------    -----------

Property assets - at cost,
   net of accumulated depreciation                        1,829          2,034
                                                    -----------    -----------


Other assets:
   Goodwill net of accumulated amortization              67,517         67,517
   Security deposits                                      9,440          9,440
   Investment in multi-lingual internet software        105,414        105,414
                                                    -----------    -----------
            Total other assets                          182,371        182,371
                                                    -----------    -----------

                                                    $ 2,565,137    $ 2,287,362
                                                    ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Bank lines of credit payable                     $ 1,282,267    $ 1,282,771
   Notes payable - related parties                      803,502        760,202
   Accounts payable                                     795,714        575,009
   Accrued expenses and other current
      liabilities - related parties                      98,825        103,825
   Accrued expenses and other current liabilities        63,962         60,532
                                                    -----------    -----------
            Total current liabilities                 3,044,270      2,782,339
                                                    -----------    -----------

Commitments and contingencies                                --             --

Stockholders' equity:
   Common stock, $.001 par value, authorized -
      50,000,000 shares, issued and outstanding -
      4,245,872                                           4,246          4,246
   Additional paid-in capital                         5,422,675      5,422,675
   Deficit                                           (5,906,054)    (5,921,898)
                                                    -----------    -----------
                                                       (479,133)      (494,977)
                                                    -----------    -----------

                                                    $ 2,565,137    $ 2,287,362
                                                    ===========    ===========

          See accompanying notes to consolidated financial statements.

                                  Page 3 of 17
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                        Three
                                                     Months Ended
                                                      December 31
                                              --------------------------
                                                 2002            2001
                                              -----------    -----------
<S>                                           <C>            <C>
Net sales                                     $ 2,550,501    $ 3,059,038
Cost of goods sold                              2,460,893      2,900,946
                                              -----------    -----------
Gross profit                                       89,608        158,092
                                              -----------    -----------
Operating expenses:
   Selling                                         34,208         22,578
   General and administrative                      35,936         26,854
   Depreciation and amortization                    2,395          4,197
   Allowance for doubtful accounts                   -            15,000
                                              -----------    -----------
                                                   72,539         68,629
                                              -----------    -----------
Income (loss) from operations                      17,069         89,463
                                              -----------    -----------
Other income (expense):
   Interest income                                   -               --
   Interest expense                                ( 808)       (12,677)
                                              -----------    -----------
Total other income (expense)                       ( 808)       (12,677)
                                              -----------    -----------
Income (loss) before
   income taxes                                    16,261         76,786
Provision for income taxes                            417             --
                                              -----------    -----------
Income (loss)                                 $    15,844    $    76,786
                                              ===========    ===========
Net income (loss)
   per common share                           $      .004    $      .023
                                              ===========    ===========
Weighted average number
   of shares outstanding                        4,245,872      3,277,872
                                              ===========    ===========
</TABLE>

            See accompanying notes to consolidated financial statements.

                                  Page 4 of 17
<PAGE>
<TABLE>
<CAPTION>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)
 FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND YEAR ENDED SEPTEMBER 30, 2002


                                     Common Shares        Additional
                                -----------------------     Paid-in-   Accumulated
                                 Shares       Amount        Capital     Deficit
                                ----------   ----------   ----------   ----------
<S>                            <C>           <C>          <C>           <C>

Balance at September 30,2001     3,277,872        3,278    5,365,563   (6,053,223)

Common shares issued for
purchase of e-GlobusNet            968,000          968       57,112           --

Net income for year
 ended September 30, 2002               --           --           --      131,325

                                ----------   ----------   ----------   ----------

Balance at September 30, 2002    4,245,872        4,246    5,422,675   (5,921,898)
                                ==========   ==========   ==========   ==========

Net income for three months
 ended December 31, 2002                --           --           --       15,844

                                ----------   ----------   ----------   ----------

Balance at December 31, 2002     4,245,872        4,246    5,422,675   (5,906,054)
                                ==========   ==========   ==========   ==========

</TABLE>

                                  Page 5 of 17
<PAGE>
<TABLE>
<CAPTION>
              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                          For the Three Months Ended
                                                                December 31,
                                                          -------------------------
                                                             2002          2001
                                                          ----------    -----------
<S>                                                     <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                       $  15,844    $  76,786
                                                           ---------    ---------
   Adjustments to reconcile net income (loss)
       to net cash provided by (used in)
       operating activities:
      Depreciation and amortization                              205        4,197
      Charge to bad debt allowance                                 0       15,000
      Issuance of stock in lieu of salaries and fees               0            0
      Charge to inventory reserve                             15,900            0
      Increase (decrease) in cash flows as a
           result of changes in asset and liability
           account balances:
         Accounts receivable                                (389,040)     (23,624)
         Inventories                                               0           --
         Other assets                                         (1,500)        (600)
         Accounts payable                                    220,705       37,074
         Accrued expenses and other current liabilities:
            Related parties                                   (5,000)          --
            Other                                              3,430      (10,319)
                                                           ---------    ---------
   Total adjustments                                        (155,300)      22,930
                                                           ---------    ---------
Net cash provided by (used in) operating
  activities                                                (139,456)      99,716
                                                           ---------    ---------

Cash flows from investing activities:

   Acquisition of property assets                                  0            0
   Security deposit                                                0            0
                                                           ---------    ---------
Net cash provided by investing activities                          0            0
                                                           ---------    ---------

Cash flows from financing activities:

   Proceeds from (payments of) lines of credit                  (504)      (6,408)
   Proceeds from note payable-related parties                 43,300        8,817
                                                           ---------    ---------
Net cash provided by (used in) financing activities           42,796        2,409
                                                           ---------    ---------

Net increase (decrease) in cash and cash equivalents         (96,660)     102,123

Cash and cash equivalents at beginning of year               277,314       46,087
                                                           ---------    ---------

Cash and cash equivalents at end of year                   $ 180,654    $ 148,210
                                                           =========    =========

Supplemental Disclosures of Cash Flow Information:
   Interest paid                                           $     808    $  12,677
                                                           =========    =========
   Taxes paid                                              $     417    $       0
                                                           =========    =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                  Page 6 of 17
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              DECEMBER 31, 2002

NOTE 1 - BASIS OF PRESENTATION.

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions for Form
         10-Q and Article 10 of Regulation S-X. 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, the statements contain all adjustments (consisting only
         of normal recurring accruals) necessary to present fairly the financial
         position as of December 31, 2002. The results of operations for the
         three months ended December 31, 2002 and 2001 and cash flows for the
         three months ended December 31, 2002 and 2001 are not necessarily
         indicative of the results to be expected for the full year.

         The September 30, 2002 consolidated balance sheet has been derived from
         the audited consolidated financial statements at that date included in
         the Company's annual report. These unaudited financial statements
         should be read in conjunction with the consolidated financial
         statements and notes thereto included in the Company's annual report
         on.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

     (a) Description of Business:

         The Company has embarked on a major expansion of its international
         trade activity by operating a multi-lingual, Internet-based portal that
         allows international buyers and sellers of commercial and industrial
         products to engage in electronic commerce seamlessly, efficiently, and
         in their own native languages. The Company contracted e-GlobusNet
         Corp., the developer of the software, to provide electronic commerce
         among businesses in various countries. This software is being used
         currently by the Company to sell its own products but as of yet the
         Company is not deriving revenue from other users of the site.
         e-GlobusNet Corp. had been asked to expand the features of the
         software. In April, 2002 the Company exchanged 968,000 shares for the
         ownership of e-GlobusNet Corp., which results in the ownership of the
         software. (see Note 6)

         The Company can operate either as a broker or a principal in electronic
         commercial transactions. Over the past year it had been functioning
         primarily as a principal between companies in Russia and the Ukraine
         and those in Western Europe because of its strong background and
         experience in dealing with the languages and cultures of the Eastern
         Bloc countries. Many Western European countries prefer to deal with
         Globus as a principal rather than dealing directly with companies in
         Russia and the Ukraine.

                                  Page 7 of 17
<PAGE>

         In situations where Globus will act as a broker on the e-GlobusNet
         Corp. portal, it will receive a commission of 1% each from buyer and
         seller. As a principal, the Company can generate gross profit margins
         of 5% to 10%, or higher, depending on the transaction. For further
         discussion on E-GlobusNet.corp., see Footnote 6.

         The Company had two wholly-owned subsidiaries at December 31,
         2002,Globus Food Systems Corp., and Shuttle International. Globus Food
         Systems exports meat, meat by-products, cheese, fish, chicken, and
         other high-end food products from manufacturers in Western Europe to
         Russia and the Ukraine. Additionally it now has expanded to incorporate
         several other items into its product line, such as construction
         supplies, stationary and office supplies. It will continue to look for
         new product markets based on its contacts abroad. It represents over
         96% of the current total revenues of the Company. Shuttle International
         exports auto parts from U.S. manufacturers to Russia and the Ukraine.
         Shuttle accounts for about 4% of the total revenues of the Company.

         The Company was originally incorporated on October 24, 1984, under the
         name Ross Custom Electronics ("Ross") and was engaged in the
         electronics business. On May 6, 1995, Globus Food Systems International
         Corp., a privately held Delaware corporation, was merged into Ross. On
         October 18, 1996, Globus Food Systems International Corp. changed its
         name to Globus International Resources Corp., to reflect a reflect a
         broadening of its exporting business to include non-food products. Its
         food exporting business was transferred to a new, wholly-owned
         subsidiary called Globus Food Systems Corp., a New York corporation
         formed in September, 1996.

     (b) Principles of Consolidation:

         The accompanying consolidated financial statements as at December 31,
         2002 and September 30, 2002 and for the three months ended December 31,
         2002 and 2001 include the accounts of Globus International Resources
         Corp. and its subsidiaries, Shuttle International, Ltd. and Globus
         Foods International, Inc. All material intercompany transactions and
         balances have been eliminated in consolidation.

     (c) Revenue Recognition:

         The Company recognizes revenues in the period in which its products are
         shipped to its customers. The Company records expenses in the period in
         which they are incurred all in accordance with generally accepted
         accounting principles.

     (d) Use of Estimates:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

     (e) Cash and Cash Equivalents:

         The Company considers all highly liquid debt instruments purchased with
         a maturity of three months or less to be cash equivalents.

     (f) Concentrations of Credit Risk:

         Financial instruments that potentially subject the Company to
         significant concentrations of credit risk consist principally of cash
         and trade accounts receivable. The Company places its cash with high
         credit quality financial institutions which at times may be in excess
         of the FDIC insurance limit. Concentrations of credit risk with respect
         to trade accounts receivable are generally limited due to the Company's
         requiring the prepayment from certain customers of up to 50% of each
         sale prior to shipment. Additionally, the accompanying financial
         statements reflect an allowance for doubtful accounts of $2,903,270 at
         December 31, 2002 and September 30, 2002.

                                  Page 8 of 17
<PAGE>
     (g) Inventories:

         Inventories, consisting principally of finished goods, are valued at
         the lower of cost (first-in, first-out method) or market. The
         accompanying financial statements reflect an allowance for the disposal
         of inventory of $1,722,818 and $1,692,818 at December 31, 2002 and
         September 30, 2002, respectively.

     (h) Property and Equipment:

         The cost of property and equipment is depreciated over the estimated
         useful lives of the related assets of 5 to 7 years. The cost of
         leasehold improvements is amortized over the lesser of the length of
         the related leases or the estimated useful lives of the assets.
         Depreciation is computed on the straight-line method for financial
         reporting purposes. Repairs and maintenance expenditures which do not
         extend original asset lives are charged to income as incurred.

     (i) Goodwill:

         Goodwill arising from the acquisition of a subsidiary's minority
         interest in 1996 was being amortized over a fifteen-year period.
         Amortization charged to operation was $2,190 for the three months ended
         December 31, 2001.

     (j) Per Share Data:

         Net income (loss) per share was computed by the weighted average number
         of shares outstanding during each period as retroactively adjusted for
         the 1 for 3 reverse stock split in January, 2001.

NOTE 3 - PROPERTY ASSETS.

     Property assets consist of:

                                                     December 31,  September 30,
                                                        2002           2002
                                                    ------------  -------------

     Data processing and office equipment             $  63,331     $  63,331
     Furniture and fixtures                              21,283        21,283
     Automobiles and trucks                              43,687        43,687
                                                      ---------     ---------
                                                        128,301       128,301
     Less:  Accumulated depreciation                    126,472       126,267
                                                      ---------     ---------
                                                      $   1,829     $   2,034
                                                      =========     =========

     Depreciation expense charged to operations for the three months ended
December 31, 2002 and 2001 amounted to $205 and $2,007, respectively.


Security Deposits:

Security deposits are comprised of rent deposits relating to various leaseholds
which the Company occupies of which $3,000 is for warehouse space leased from
a related party.(see note 4)

                                  Page 9 of 17
<PAGE>

NOTE 4 - RELATED PARTY TRANSACTIONS.

     (a) Notes Payable:

         A stockholder and the Company entered into a loan agreement in April
         1996 whereby the stockholder acquired the Company's 7% interest bearing
         note $125,000 at par. The note was originally payable in full plus
         accrued interest on March 31, 1997. On April 30, 1997, the note was
         amended and the due date was extended to April 30, 1998. Accrued
         interest payable on these loans aggregated $45,500 at December 31, 2002
         and September 30, 2002, respectively, and is included in accrued
         expenses-related party. No interest was charged in the three months
         ended December 31, 2002 as the stockholder has waived the right to
         accrue more interest at this time. In May 1997, the stockholder agreed
         to subordinate his loan to a bank which the Company owes $1,220,617.
         The stockholder has extended the due date indefinitely and has verbally
         agreed not to demand payment of the debt as long as any portion of the
         line of credit is outstanding.

         On August 26, 1996, the parents of the Company's President purchased
         Shuttle's 15% interest bearing $20,000 note at par. The note, as
         amended, is repayable in full with no definite repayment date. No
         interest was charged for the three months ended December 31, 2002 and
         2001. Accrued interest payable to these individuals of $7,750 is
         included in accrued expenses-related party at December 31, 2002 and
         September 30, 2002, respectively. These creditors have agreed to
         subordinate this indebtedness to a bank which the Company owes
         $1,220,617 and also have verbally agreed not to demand payment of the
         debt as long as any portion of the debt is outstanding.

         During the first quarter of fiscal 2000, three shareholders of the
         Company loaned the Company $156,000 due to the current cash needs of
         the business. Subsequently, one shareholder has advanced at various
         times a total of $650,000. As of December 31, 2002,$140,074 was paid
         back to the shareholders. These amounts have no definite repayment
         terms and the shareholders have agreed not to require the accrual of
         interest.

     (b) Rent Payable:

         Globus and Shuttle lease warehouse space from an entity controlled by
         three of the Company's officer/directors. Rent charged to operations in
         the three months ended December 31, 2002 and 2001 was $2,100, of which
         $44,651 was unpaid and included in accrued expenses - related parties
         at December 31, 2002 and September 30, 2001, respectively. The leases
         which expire in 2003 require aggregate monthly rentals of $700.

                                  Page 10 of 17
<PAGE>

NOTE 5 - FINANCING ARRANGEMENT.

         (i)   SHORT-TERM DEBT:

         At December 31, 2002, the Company had various credit facilities
         available:

         A bank note exists for direct borrowings and acceptances in the amount
         of $1,220,617 on direct borrowings, currently at 12% interest per
         annum. The line was originally $3,000,000, however due to the inability
         of the Company to pay any portion of the balance in the last two years,
         the line has been limited to what is outstanding currently. The line is
         collateralized by a first lien on all corporate assets not previously
         pledged or collateralized. The Company is presently in discussions to
         sell a building owned by the three officers, of which certain of the
         proceeds will be paid to the bank. At that point, the Company intends
         to continue discussions with the bank as to possible restructuring of
         the present debt arrangement. Due to the possible restructure,
         no interest expense was accrued since October, 2001.

          The Company has lines of credit with two other banks totalling
          $100,000 in the aggregate.This $100,000 is guaranteed by an officer of
          the Company. Interest during the three months ended December 31, 2002
          and 2001 was charged at various rates of 5.00% to 15%.

                                  Page 11 of 17
<PAGE>
NOTE 5 - FINANCING ARRANGEMENT: (CONTINUED)

     SHORT-TERM DEBT: (CONTINUED)

<TABLE>
<CAPTION>
                                                                 December 31,    September 30,
                                                                     2002           2002
                                                                 ------------  -------------
<S>                                                                <C>           <C>
     Bank borrowing outstanding at December 31, 2002 and
     September 30, 2002 amounted to:

         Acceptances payable under the $1,220,617 bank note        $1,220,617    $ 1,220,617

         Other bank loans payable (2) under $100,000 credit-line       61,650         62,154
                                                                   ----------    -----------

                                                                   $1,282,267    $ 1,282,771
                                                                   ==========    ===========
</TABLE>

         (ii)  RELATED PARTIES:

         On April 7, 1996, the Company borrowed $125,000 from an
         officer/stockholder. The repayment date is indefinite as of June 30,
         2002. Interest had been accrued until September 30, 2000 at 7%. Per
         approval of the shareholder, no interest has been accrued since. On
         August 26, 1996 the Company borrowed $20,000 from a parent of its
         President as evidenced by a 15% note. The note has no definite
         repayment date. Per the noteholder's approval, no interest was accrued
         in fiscal 2003 and 2002. Both of these notes are subordinated to a bank
         (see above) in connection with the granting of a note to the Company by
         the bank. As long as any balance is outstanding under this note, the
         note holders have verbally agreed not to demand payment of the notes
         and to subordinate such notes to this bank.

                                  Page 12 of 17
<PAGE>
NOTE 6 - COMMON STOCK.

     (a) COMMON STOCK ISSUED FOR SERVICES RENDERED:

          In fiscal 2000,500,000 shares were issued to two different consultants
          in lieu of cash payments for the exclusive rights to use certain
          software which is the basis for the portal described in Footnote 1.
          200,000 shares were issued to another consultant in lieu of cash
          payments for services related to developing the business plan to the
          internet based portal. The market value of the shares recorded was
          recorded as prepaid costs based on the fact that as of April, 2002 the
          Company used the shares as a downpayment towards buying the software
          outright. This purchase was done through the issuance of 968,000
          shares in April 1, 2002. The value of these shares at the time of
          issuance was $58,080, and was recorded as "investment in multi-lingual
          software" along with the downpayment of $47,334.

                                  Page 13 of 17
<PAGE>

NOTE 7 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.

         The Company is comprised of two business segments. The distribution of
         food products, rubber and stationary (food products) and the
         distribution of auto paint and parts. Set forth below are sales,
         operating income, capital expenditures, depreciation and identifiable
         assets of the segments.

                                                            For the Three
                                                            Months Ended
                                                          December 31, 2002
                                                          -----------------
     Net sales (000's):
       Food products                                        $      2,444
       Other                                                         107
                                                            ------------
                                                            $      2,551
                                                            ============
     Operating income (loss) (000's):

       Food products                                        $         49
       Other                                                         (32)
                                                            ------------
                                                            $         17
                                                            ============
     Depreciation and
     amortization (000's):
       Food products                                        $          2
       Other                                                           0
                                                            ------------
                                                            $          2
                                                            ============
     Identifiable assets (000's):
       Food products                                        $      2,393
       Other                                                         170
                                                            ------------
                                                            $      2,563
                                                            ============

                                  Page 14 of 17
<PAGE>

NOTE 8 -  COMMITMENTS AND CONTINGENCIES.

Leases:

          The Company is a lessee under 3 operating real property leases for
          office and warehouse space. Rent expense charged to operations for the
          three months ended December 31, 2002 and 2001 was $17,838 and $16,590,
          respectively. Future minimum annual rent commitments as of the
          Company's fiscal year end are as follows:

          Years Ended September 30, 2003     $67,755


NOTE 9 -  Possible acquisition:


          The registrant has entered into a Letter of Intent dated September 20,
          2002 for the acquisition of 100% of the capital stock of three foreign
          corporations in exchange for such number of shares of the Registrant's
          common stock as shall equal eighty(80%) percent of the Registrant's
          total issued and outstanding shares. This transaction, when completed,
          will result in a change in control of Registrant in that the
          shareholders of the three foreign companies will own the majority of
          the Registrant's capital stock. At the current date, the conclusion of
          this acquisition is uncertain and may not occur. Financial information
          regarding these companies are not available.

                                  Page 15 of 17