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 June 30, 2001

                                       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: 212-839-8000

                              2 World Trade Center
                                     #2400
                               New York, NY 10048
              ----------------------------------------------------
              (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 [ ]

         3,211,205 shares, $.001 par value, as of July 31, 2001 (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

                                  JUNE 30, 2001
                                   (Unaudited)

                                    I N D E X

                                                                       Page No.
                                                                       --------

Part I -  Financial Information:

      Item 1.      Consolidated Financial Statements (Unaudited):

                   Balance Sheets
                   As at June 30, 2001 and September 30, 2000 ......      3

                   Statements of Operations
                   For the Nine Months Ended
                   June 30, 2001 and 2000 ..........................      4

                   Statements of Cash Flows
                   For the Nine Months Ended
                   June 30, 2001 and 2000 ..........................      5

                   Notes to Consolidated Financial Statements ......      6-14


                                  Page 2 of 14
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                      June 30,    September 30,
                                                        2001           2000
                                                    (Unaudited)
                                                    -----------    -----------

                                     ASSETS

Current assets:
   Cash and cash equivalents                        $   191,951    $    34,712
   Accounts receivable                                1,551,323      1,210,372
   Inventories                                          125,758        125,757
   Income tax refunds receivable                         40,000         40,000
   Prepaid expenses                                           0             --
                                                    -----------    -----------
            Total current assets                      1,909,032      1,410,841
                                                    -----------    -----------

Property assets - at cost,
   net of accumulated depreciation                       11,563         20,663
                                                    -----------    -----------

Licensing agreement,
   net of amortization                                   47,334         47,334
                                                    -----------    -----------

Other assets:
   Goodwill net of accumulated amortization              91,277         97,848
   Security deposits                                     10,224         26,000
                                                    -----------    -----------
            Total other assets                          101,501        123,848
                                                    -----------    -----------

                                                    $ 2,069,430    $ 1,602,686
                                                    ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Bank lines of credit payable                       $ 1,318,638    $ 1,402,279
   Notes payable - related parties                      629,009        236,500
   Accounts and acceptances payable                     598,166        363,612
   Accrued expenses and other current
      liabilities - related parties                     125,705        125,705
   Accrued expenses and other current liabilities        92,979        194,419
                                                    -----------    -----------
            Total current liabilities                 2,764,497      2,322,515
                                                    -----------    -----------

Commitments and contingencies                                --             --

Stockholders' equity:
   Common stock, $.001 par value, authorized -
      50,000,000 shares, issued and outstanding -
      3,211,205 (as retroactively adjusted for
      reverse stock split)                                3,211          3,211
   Additional paid-in capital                         5,337,630      5,337,630
   Deficit                                           (6,035,908)    (6,060,670)
                                                    -----------    -----------
                                                       (695,067)      (719,829)
                                                    -----------    -----------

                                                    $ 2,069,430    $ 1,602,686
                                                    ===========    ===========


          See accompanying notes to consolidated financial statements.

                                  Page 3 of 14
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

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

                                                  Nine                            Three
                                              Months Ended                     Months Ended
                                                June 30,                         June 30,
                                      --------------------------       --------------------------
                                          2001           2000              2001           2000
                                      -----------    -----------       -----------    -----------
<S>                                   <C>            <C>               <C>            <C>
Net sales                             $ 5,430,752    $ 7,108,039       $ 1,887,295    $ 1,147,172
Cost of goods sold                      5,056,036      6,939,799         1,720,017      1,273,475
                                      -----------    -----------       -----------    -----------
Gross profit                              374,716        168,240           167,278       (126,303)
                                      -----------    -----------       -----------    -----------
Operating expenses:
   Selling                                 70,763        162,646            23,886         34,185
   General and administrative             113,948      1,216,130            44,538      1,058,304
   Depreciation and amortization           17,670         46,229             5,890         14,953
                                      -----------    -----------       -----------    -----------
                                          202,381      1,425,005            74,314      1,107,442
                                      -----------    -----------       -----------    -----------
Income (loss) from operations             172,335     (1,256,765)           92,964     (1,233,745)
                                      -----------    -----------       -----------    -----------
Other income (expense):
   Interest income                              0         28,114                --          8,314
   Interest expense                      (147,573)      (218,626)          (53,741)       (94,933)
                                      -----------    -----------       -----------    -----------
Total other income (expense)             (147,573)      (190,512)          (53,741)       (86,619)
                                      -----------    -----------       -----------    -----------
Income (loss) before
   income taxes                            24,762     (1,447,277)           39,223     (1,320,364)
Provision for income taxes                      0          4,020            (1,755)         4,020
                                      -----------    -----------       -----------    -----------
Income (loss)                         $    24,762    $(1,451,297)      $    37,468    $(1,324,384)
                                      ===========    ===========       ===========    ===========
Net income (loss)
   per common share                   $      .008    $     (.158)      $      .012    $     (.117)
                                      ===========    ===========       ===========    ===========
Weighted average number
   of shares outstanding,
   as retroactively adjusted
   for reverse stock split              3,211,205      9,178,283         3,211,205      9,178,283
                                      ===========    ===========       ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                  Page 4 of 14
<PAGE>
<TABLE>
<CAPTION>
              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            For the Nine Months Ended
                                                                    June 30,
                                                           --------------------------
                                                               2001           2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                       $   24,762     $(1,451,297)
                                                           -----------    -----------
   Adjustments to reconcile net income (loss)
       to net cash provided by (used in)
       operating activities:
      Depreciation and amortization                             17,670         46,229
      Charge to bad debt allowance                                  --      1,000,000
      Issuance of stock in lieu of salaries and fees                --        171,000
      Charge to inventory reserve                                   --        400,000
      Increase (decrease) in cash flows as a
           result of changes in asset and liability
           account balances:
         Accounts receivable                                  (340,951)        29,997
         Inventories                                                --         (2,430)
         Prepaid expenses                                            0        (68,172)
         Accounts and acceptances payable                      234,554        (44,088)
         Accrued expenses and other current liabilities:
            Related parties                                         --         30,177
            Other                                             (101,440)      (208,251)
         Income taxes                                               --             --
                                                           -----------    -----------
   Total adjustments                                          (190,167)     1,354,462
                                                           -----------    -----------
Net cash provided by (used in) operating
  activities                                                  (165,405)       (96,835)
                                                           -----------    -----------

Cash flows from investing activities:

   Acquisition of property assets                               (2,000)        (2,088)
   Restricted cash                                                  --         89,035
   Security deposit                                             15,776             --
                                                           -----------    -----------
Net cash used in investing activities                           13,776         86,947
                                                           -----------    -----------

Cash flows from financing activities:

   Proceeds from (payments of) lines of credit                 (83,641)      (145,444)
   Proceeds from note payable-related parties                  392,509        153,000
                                                           -----------    -----------
Net cash provided by (used in) financing activities            308,868          7,556
                                                           -----------    -----------

Net increase (decrease) in cash and cash equivalents           157,239         (2,332)

Cash and cash equivalents at beginning of year                  34,712         34,137
                                                           -----------    -----------

Cash and cash equivalents at end of year                   $   191,951    $    31,805
                                                           ===========    ===========

Supplemental Disclosures of Cash Flow Information:
   Interest paid                                           $   147,573    $   218,626
                                                           ===========    ===========
   Taxes paid                                              $     5,522    $     4,020
                                                           ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                  Page 5 of 14
<PAGE>
              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

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 June 30, 2001. The results of operations
for the nine months ended June 30, 2001 and 2000 and cash flows for the nine
months ended June 30, 2001 and 2000 are not necessarily indicative of the
results to be expected for the full year.

     The September 30, 2000 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 has an exclusive worldwide license for 2 years from
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. has been asked to expand
the features of the software. Upon completion, the Company expects to exchange
2,425,000 shares for the ownership of e-GlobusNet Corp., which will result in
the ownership of the software instead of a license to use it. (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 6 of 14
<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 presently has two wholly-owned subsidiaries, Globus Food
Systems Corp., and Shuttle International. Globus Food Systems exports meat, meat
by-products, cheese, fish, and other high-end food products from manufacturers
in Western Europe to Russia and the Ukraine. It represents over 94% of the
current total revenues of the Company. It also has entered into a new contract
with a major tire manufacturer in Russia, with rubber purchased from a supplier
in Southeast Asia. The first order is expected to take place in the next
quarter. Profit margins on these sales are expected to be between 20-25%.
Shuttle International exports auto parts and clothing from U.S. manufacturers
to Russia and the Ukraine. Shuttle accounts for about 6% 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 June 30, 2001 and
September 30, 2000 and for the nine months ended June 30, 2001 and 2000
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 accordance with generally accepted
accounting principles in the period in which its products are shipped to its
customers. The Company records expenses in the period in which they are
incurred, 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
approximately 30% of its customers of up to 50% of each sale prior to shipment.
Additionally, the accompanying financial statements reflect an allowance for
doubtful accounts of $2,890,675 at June 30, 2001 and September 30, 2000.

     (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 $1,692,818 at
June 30, 2001 and September 30, 2000.

     (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.

                                  Page 7 of 14
<PAGE>
     (i) Goodwill:

     Goodwill arising from the acquisition of a subsidiary's minority interest
in 1996 is being amortized over a fifteen-year period. Amortization charged to
operation was $2,190 for the three months ended June 30, 2001 and 2000.

     (j) Intangibles:

     Deferred consulting costs were amortized over the life of the consulting
agreements. Amortization charged to operations for the three months ended
December 31, 1999 was 9,532. The asset was fully amortized in September, 2000.

     (k) 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 3 for 1
reverse stock split in January, 2001.

NOTE 3 - PROPERTY ASSETS.

     Property assets consist of:

                                                      June 30,    September 30,
                                                        2001           2000
                                                    ------------  -------------

     Data processing and office equipment             $  63,331     $  61,331
     Furniture and fixtures                              21,283        21,283
     Automobiles and trucks                              43,687        43,687
                                                      ---------     ---------
                                                        128,301       126,301
     Less:  Accumulated depreciation                    116,738       105,638
                                                      ---------     ---------
                                                      $  11,563     $  20,663
                                                      =========     =========

     Depreciation expense charged to operations for the three months ended
June 30, 2001 and 2000 amounted to $3,700 and $3,400, respectively.

                                  Page 8 of 14
<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
June 30, 2001 and September 30, 2000, respectively, and is included in accrued
expenses-related party. In May 1997, the stockholder agreed to subordinate his
loan to a bank which had granted the Company a $2,000,000 line of credit. 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 March 31, 2001 and 2000. Accrued interest payable to
these individuals of $7,750 is included in accrued expenses-related party at
March 31, 2001 and September 30, 2000, respectively. These creditors have agreed
to subordinate this indebtedness to a bank which had granted the Company a
$2,000,000 line of credit in May 1997 and also have verbally agreed not to
demand payment of the debt as long as any portion of the line of credit 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. In
October, 2000, $65,000 was loaned to the company by one shareholder. This same
shareholder loaned another $235,000 to the Company in January, 2001 and an
additional $150,000 in April, 2001. As of June 30, 2001,$81,250 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 June 30, 2001 and 2000 was $7,500, of which $52,075 was unpaid and
included in accrued expenses - related parties at June 30, 2001 and September
30, 2000, respectively. The leases which expire in 2004 require aggregate
monthly rentals of $700.

                                  Page 9 of 14
<PAGE>

     (c) Officers' Compensation:

     In the second quarter of 2000, three officers of the Company, the
President, CEO and Vice President agreed to receive 300,000 shares of stock in
lieu of their salaries, which at the market value at issuance resulted in a
$30,000 issuance of stock to each, charged to expenses during the year ended
September 30, 2000.

NOTE 5 - FINANCING ARRANGEMENT.

         (i)  SHORT-TERM DEBT:

         At June 30, 2001, the Company had various credit facilities available:

         A bank line of credit for direct borrowings and acceptances in the
         amount of $3,000,000 with a sub-limit of $1,000,000 on direct
         borrowings at 1-3/4% over prime. The line is collateralized by the
         guarantees of three of the corporate officers/directors and a first
         lien on all corporate assets not previously pledged or collateralized.
         One of these shareholders and the parents of another have subordinated
         their notes payable by the company to them, to the bank. During the
         year ended September 30, 2000, the certificates of deposit pledged as
         collateral were redeemed by the bank against the amount owed the bank.

         The Company has lines of credit with four other banks totalling
         $275,000 in the aggregate. $100,000 of these lines are guaranteed by an
         officer of the Company. Interest during the three months ended June
         30, 2001 and 2000 was charged at various rates of 9.75% to 15%.

                                  Page 10 of 14
<PAGE>
NOTE 5 - FINANCING ARRANGEMENT: (CONTINUED)

     SHORT-TERM DEBT: (CONTINUED)

<TABLE>
<CAPTION>
                                                                  June 30,    September 30,
                                                                    2001           2000
                                                                 ------------  -------------
<S>                                                                <C>           <C>
     Bank borrowing outstanding at June 30, 2001 and
     September 30, 2000 amounted to:

         Acceptances payable under the $3,000,000 credit-line      $1,220,617    $1,220,617

         Other bank loans payable (3) under $275,000 credit-line       98,021       181,662
                                                                   ----------    ----------

                                                                   $1,318,638    $1,402,279
                                                                   ==========    ==========
</TABLE>

         (ii) RELATED PARTIES:

         On April 7, 1996, the Company borrowed $125,000 from an
         officer/stockholder. The repayment date is indefinite as of March 31,
         2001. Interest had been accrued until September 30, 2000 at 7%.

         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 2001 and 2000. Both of these notes are subordinated to a bank (see
         above) in connection with the granting of a line-of-credit to the
         Company by the bank. As long as any balance is outstanding under this
         line-of-credit, the note holders have verbally agreed not to demand
         payment of the notes and to subordinate such notes to this bank.

         During the first quarter of 2000, three shareholders of the Company
         loaned the Company $156,000 due to the current cash needs of the
         business. Another $65,000 was loaned to the Company in October, 2000,
         $235,000 in January, 2001, and $150,000 in April,2001 was loaned by the
         same shareholder. These amounts have no definite repayment terms and
         the shareholders have agreed not to require the accrual of interest.
         As of June 30, 2001 $81,250 was paid back to the shareholders.

                                  Page 11 of 14
<PAGE>
NOTE 6 - COMMON STOCK.

     (a) COMMON STOCK ISSUED FOR SERVICES RENDERED: (CONTINUED)

         In February 2000, 300,000 shares each were issued to three officers of
         the corporation, in lieu of salaries. The $90,000 market value of these
         shares was charged to expense at September 30, 2000. Additionally
         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
         expenses based on the fact that this product has not been fully
         completed as of June 30, 1001 and when it is, the Company will use
         the shares as a downpayment towards buying the software outright.

     (b) REVERSE STOCK SPLIT:

         In January, 2001, a three for one reverse stock split was executed by
         the Company. This was done in order to facilitate the acquisition of
         another company, E-Globus Net Corp., which owns the specialized
         "Business to Business" software described in Footnote 1. It will become
         a wholly owned subsidiary of Globus International Resources. After the
         split, 9,633,616 shares outstanding became 3,211,205 shares. In
         acquiring E-Globus Net Corp., the Company will issue 2,425,000 shares
         to E-Globus Net Corp. shareholders from the treasury of Globus, under
         Rule 144 of SEC's Security Act of 1933, in exchange for all the shares
         of E-Globus Net Corp. After the acquisition, there will be 5,636,205
         shares outstanding. This has not taken place as of this report filing.

     (c) WARRANTS:

         The Company has 1,822,756 common shares reserved for issuance upon the
         exercise of warrants at $3.625.


                                  Page 12 of 14
<PAGE>

NOTE 7 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.

     The Company is comprised of two business segments. The distribution of food
products and the distribution of auto paint and parts and clothing. Clothing
sales commenced in July 1996. No sales of clothing were made in the nine months
ended June 30, 2001. Set forth below are sales, operating income, capital
expenditures, depreciation and identifiable assets of the segments.

                                                             For the Nine
                                                             Months Ended
                                                            June 30, 2001
                                                          -----------------
     Net sales (000's):
       Food products                                        $      5,071
       Other                                                         360
                                                            ------------
                                                            $      5,431
                                                            ============
     Operating income (loss) (000's):

       Food products                                        $        198
       Other                                                         (26)
                                                            ------------
                                                            $        172
                                                            ============
     Depreciation (000's):
       Food products                                        $         14
       Other                                                           4
                                                            ------------
                                                            $         18
                                                            ============

     Identifiable assets (000's):
       Food products                                        $      1,792
       Other                                                         186
                                                            ------------
                                                            $      1,978
                                                            ============

                                  Page 13 of 14
<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES.

     (b) Consulting Agreement:

         (i)  In July 1996, the Company entered into a financial consulting
              agreement with an individual who will advise the Company on
              certain financial matters. The agreement provides for the
              consultant to receive $2,000 a month for his services commencing
              in August 1996. The agreement may be terminated by either party
              upon two weeks notice.

                                  Page 14 of 14