SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

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

     For the Quarterly Period Ended December 31, 2004

                                       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 0-24709
                                                -------

                      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 915
            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 [ ]

         8,730,872 shares, $.001 par value, as of January 26, 2005 (Indicate the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date)

                                  Page 1 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                                December 31, 2004

                                   (Unaudited)

                                    I N D E X

                                                                        Page No.
                                                                        --------

Part I - Financial Information:

         Item 1.  Consolidated Financial Statements (Unaudited):

                  Balance Sheets

                  As at December 31, 2004 and September 30, 2004 .............3

                  Statements of Operations
                  For the Three Months Ended
                  December 31, 2004 and 2003 .................................4

                  Statements of Changes in Stockholders' Equity
                  For the Three Months Ended December 31, 2004
                  and Year Ended September 30, 2004...........................5

                  Statements of Cash Flows
                  For the Three Months Ended
                  December 31, 2004 and 2003..................................6

                  Notes to Consolidated Financial Statements ..............7-15


         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations........................16


         Item 3.  Certifications..........................................17-19

                                  Page 2 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                              December 31,    September 30,
                                                                 2004             2004
                                                             -------------    -------------
                                                             (Unaudited)
                                     ASSETS
<S>                                                          <C>              <C>
Current assets:
   Cash and cash equivalents                                 $     357,286    $     427,996
   Accounts receivable                                           4,620,581        4,626,775
   Inventories                                                      36,145           36,145
   Other assets                                                         --           27,007
                                                             -------------    -------------
            Total current assets                                 5,014,012        5,117,923
                                                             -------------    -------------
Property and equipment - at cost,
   net of accumulated depreciation                                 307,976          310,134
                                                             -------------    -------------

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

Total assets                                                 $   5,504,359    $   5,610,428
                                                             =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Bank lines of credit payable                              $   1,285,563    $   1,291,024
   Unsecured notes payable, related parties                        735,907          820,907
   Accounts payable                                                177,930          313,214
   Accrued expenses and other current
      Liabilities: related parties                                  78,725           78,725
   Other                                                            42,658           48,677
                                                             -------------    -------------
            Total current liabilities                            2,320,783        2,552,547
                                                             -------------    -------------

Reserve for 49% voting minority interest,as agent,
in Globus Cold Storage Limited Liability
Company(GCS)subsidiary                                           1,960,000        1,960,000

Stockholders' equity:
   Common stock, $.001 par value, authorized -
      50,000,000 shares, issued and outstanding -
      8,730,872                                                      8,731            8,731
   Additional paid-in capital                                    7,815,240        7,815,240
   Deficit                                                      (6,600,395)      (6,726,090)
                                                             -------------    -------------
   Total Stockholders' Equity                                    1,223,576        1,097,881
                                                             -------------    -------------
   Total Liabilities and Stockholders'
      Equity                                                 $   5,504,359    $   5,610,428
                                                             =============    =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                  Page 3 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                         Three Months Ended
                                                             December 31,
                                                     ---------------------------
                                                        2004             2003
                                                     ----------       ----------

Net sales                                            $  935,106       $1,052,723
Cost of goods sold                                      720,752          955,643
                                                     ----------       ----------
Gross profit                                            214,354           97,080
                                                     ----------       ----------
Operating expenses:
   Selling                                               39,113           34,626
   General and administrative                            45,516           51,793
   Depreciation and amortization                          2,152            2,257
   Allowance for doubtful accounts                           --               --
                                                     ----------       ----------
Total Operating Expenses                                 86,781           88,676
                                                     ----------       ----------

Income (loss) from operations                           127,573            8,404

Interest expense                                          1,878            1,093
                                                     ----------       ----------
Income (loss) before income taxes                       125,695            7,311
Income taxes                                                 --               --
                                                     ----------       ----------
Net income (loss)                                    $  125,695       $    7,311
                                                     ==========       ==========
Net income (loss)
   per common share                                  $     .014       $     .001
                                                     ==========       ==========
Weighted average number
   of shares outstanding                              8,730,872        8,730,872
                                                     ==========       ==========

          See accompanying notes to consolidated financial statements.

                                  Page 4 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                   (Unaudited)

 FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND YEAR ENDED SEPTEMBER 30, 2004

<TABLE>
<CAPTION>

                                      Common Shares            Additional      Accumu-
                                ---------------------------     Paid-in-       lated
                                  Shares          Amount        Capital        Deficit
                                ------------   ------------   ------------   ------------
<S>                                <C>                <C>        <C>           <C>
                                ------------   ------------   ------------   ------------
Balance at September 30, 2003      8,730,872          8,731      7,815,240     (6,884,952)
                                ============   ============   ============   ============
Net Income for Year
ended September 30, 2004                  --             --             --        158,862
                                ------------   ------------   ------------   ------------
Balance at September 30, 2004      8,730,872          8,731      7,815,240     (6,726,090)
                                ============   ============   ============   ============

Net Income for Three months
ended December 31, 2004                   --             --             --        125,695
                                ------------   ------------   ------------   ------------
Balance at December 31, 2004       8,730,872          8,731      7,815,240     (6,600,395)
                                ============   ============   ============   ============
</TABLE>

                                  Page 5 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            For the Three Months Ended
                                                                    December 31,
                                                           ---------------------------
                                                               2004           2003
                                                           ------------   ------------
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                        $    125,695   $      7,311
                                                           ------------   ------------
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
  Depreciation and amortization                                    2,152         2,257
  Provision for doubtful accounts                                    --             --
  Provision for inventory allowance                                  --             --
  Increase (decrease) in cash flows as a
    result of changes in asset and liability
    account balances:
      Accounts receivable                                         6,194        113,107
      Inventories                                                    --             --
      Other assets                                               27,007         (2,984)
      Accounts payable                                         (135,284)       (87,508)
      Accrued expenses and other current liabilities:
        Related parties                                              --             --
        Other                                                    (6,019)        (5,123)
                                                           ------------   ------------
  Total adjustments                                            (105,950)        19,749
                                                           ------------   ------------
Net cash provided by (used in) operating activities              19,745         27,060
                                                           ------------   ------------
Cash flows from investing activities:
  Acquisition of property assets                                      0              0
                                                           ------------   ------------
Net cash provided by investing activities                             0              0
                                                           ------------   ------------
Cash flows from financing activities:
  Proceeds from (repayment of) bank
    lines of credit payable                                      (5,455)        13,933
  Proceeds from (repayment of)
    note payable-related parties                                (85,000)      (251,000)
                                                           ------------   ------------
Net cash provided by (used in) financing activities             (90,455)      (237,067)
                                                           ------------   ------------

Net increase (decrease) in cash and cash equivalents            (70,710)      (210,007)

Cash and cash equivalents at beginning of year                  427,996        553,161
                                                           ------------   ------------
Cash and cash equivalents at end of year                   $    357,286   $    343,154
                                                           ============   ============
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                            $      1,878   $      1,093
                                                           ============   ============
  Taxes paid                                               $        401   $         --
                                                           ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                  Page 6 of 19
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

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, 2004. The results of operations for the
         three months ended December 31, 2004 and 2003 and cash flows for the
         three months ended December 31, 2004 and 2003 are not necessarily
         indicative of the results to be expected for the full year.

         The September 30, 2004 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
         Form 10-KSB.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

     (a) Description of Business:

         Globus International Resources Corp.(GBIR) was originally incorporated
         in Nevada on October 24, 1984 under the name Ross Custom Electronics
         ("Ross"). 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
         GBIR.

         GBIR primarily exports food products, construction supplies, stationary
         supplies and various other tangible goods from manufacturers in western
         Europe to customers in Russia and the Ukraine. GBIR has two subsid-
         iaries, Shuttle International("SIL") and Globus Cold Storage Limited
         Liability Company("GCS"). SIL, incorporated in New York on September 3,
         1991, is a wholly owned subsidiary of GBIR and primarily exports auto
         parts and clothing from manufacturers in the United States to customers
         in Russia and the Ukraine. GCS, established in the Russian Federation
         on May 6, 2003, is a 51% owned subsidiary of GBIR and intends to
         construct and operate a public cold storage facility for frozen and
         chilled foods located in Moscow, Russia. The total estimated project
         cost of this facility is approximately $8,879,000. GCS intends to
         finance the cost of the project by a combination of capital contribu-
         tions from GBIR(estimated at approximately $4,000,000) and a loan from
         the Overseas Private Investment Corporation("OPIC"), an agency of the
         United States government(estimated at approximately $4,879,000). The
         total equity in GCS is to be $4,000,000. Therefore, GBIR's 51% interest
         is $2,040,000 and the 49% voting interest owned by other investors will
         be $1,960,000. Since GBIR is obligated to provide $4,000,000 in capital
         contributions to GCS and only receive a 51% interest, GBIR's
         consolidated financial statements have reflected a $1,960,000 reserve
         for the minority interest in GCS since GBIR is acting as an agent for
         the investors. On December 5, 2003 GBIR(the sponsor) filed an
         application for financing of the GCS cold Storage facility with OPIC.
         The loan agreement was signed in the fall of 2004 and as of January 26,
         2005 final steps are being taken to transfer funds from OPIC and GBIR.
         Construction is expected to commence in early 2005 and estimated to be
         completed within one year. At December 31, 2004 GCS has no assets or
         liabilities. In addition, there are no outstanding commitments for the
         construction of the facilities or commitments in existence for the
         purchase or sale of products related to the facility.

         The Company has also 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 7)

                                  Page 7 of 19
<PAGE>
         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.

         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 7.

     (b) Principles of Consolidation:

         The accompanying consolidated financial statements as at December 31,
         2004 and September 30, 2004 and for the three Months Ended December 31,
         2004 and 2003 include the accounts of GBIR, its wholly owned subsidiary
         SIL, and its 51% owned subsidiary GCS(collectively the "Company".) 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 Six 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. The Company's accounts receivable are only
         represented by approximately 10 customers located in Russia and the
         Ukraine, so collections are dependent on stable foreign, political and
         economic conditions in these countries in general and the financial
         health of those customers. In addition, the nature of the products sold
         and their seasonality may offset collection patterns. Consequently, the
         accompanying financial statements reflect an allowance for doubtful
         accounts of $1,497,673 at December 31, 2004 and September 30, 2004.

                                  Page 8 of 19
<PAGE>

     (g) Inventories:

         Inventories, consisting principally of finished goods, are valued at
         the lower of cost (first-in, first-out method) or market.

     (h) Property and Equipment:

         The building, as further discussed in Notes 4 and 7, is depreciated
         over 39 years. The cost of property and equipment is depreciated over
         the estimated useful lives of the related assets of 5 to 7 years.
         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. New
         accounting rules now require the appraisal of goodwill in lieu of
         amortization. At December 31, 2004 the amount of goodwill recorded
         appears reasonable and will continually be analyzed.

     (j) Per Share Data:

         Net income (loss) per share was computed by the weighted average number
         of shares outstanding during each period.

NOTE 3 - ACCOUNTS RECEIVABLE-NET:

         At December 31, 2004, accounts receivable-net consists of:

         Customer in Russia                                  $  3,020,971
         Customer in Russia                                     1,027,678
         Customer in Russia                                       944,859
         All other customers                                    1,124,746
                                                             ------------
         Total                                                  6,118,254

         Less allowance for doubtful accounts                   1,497,673
                                                             ------------
         Net                                                    4,620,581

         As of December 31, 2004, $108,123 has been received from the customer
         with the $3,020,971 balance. The balance has not been reserved for.
         Although this receivable represents amounts currently beyond the
         original 120 days terms of sales, the company expects this receivable
         to be collected in early 2005 when the seasonal nature of the
         customer's businesses are in force.

NOTE 4 - PROPERTY ASSETS.

         Property assets consist of:
<TABLE>
<CAPTION>

                                                              December 31,  September 30,
                                                                 2004           2004
                                                             ------------   ------------
<S>                                                          <C>            <C>
         80% title in Brooklyn, NY property (see note 7):
         Land                                                $     80,000   $     80,000
         Building                                                 240,000        240,000
                                                             ------------   ------------
         Subtotal                                                 320,000        320,000

         Data processing and office equipment                $     63,331   $     63,331
         Furniture and fixtures                                    21,283         21,283
         Automobiles and trucks                                    43,687         43,687
                                                             ------------   ------------
                                                                  448,301        448,301
         Less: Accumulated depreciation                           140,325        138,167
                                                             ------------   ------------
                                                             $    307,976   $    310,134
                                                             ============   ============
</TABLE>

         Depreciation expense charged to operations for the three months ended
         December 31, 2004 and 2003 was $2,152 and $2,257, respectively .

                                  Page 9 of 19
<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS.

     (a) Unsecured Notes Payable:

         At December 31, 2004 unsecured notes payable ,related parties consists
         of the following:

         1996 note payable to officer and director, interest at
         7%(waived since October 1, 2000), due on demand (but
         subordinate to $1,220,617 bank line of credit payable and
         not repayable while any balance due this bank is
         outstanding)                                                 $  125,000

         Advances payable to officer and director,
         interest at 0%, due on demand                                   590,907

         1996 note payable to parents of director and principal
         stockholder,interest at 15% (waived since October 1,
         2000), due on demand (but subord- inate to $1,220,617 bank
         line of credit payable and not repayable while any balance
         due this bank is outstanding)                                    20,000
                                                                      ----------
         Total                                                        $  735,907
                                                                      ==========

         Accrued interest payable relating to the above notes payable totaling
         $54,950 at December 31, 2004 and September 30, 2004 is included in
         accrued expenses and other current liabilities-related parties.

         Rent Payable:

         GBIR and SIL lease warehouse space from an entity owned by the three
         directors who owned 100% of the property until April, 2003 and now own
         20% of the property (see note 7). Rent charged to operations for the
         three months ended December 31, 2004 and 2003 was $5,658 and $5,696,
         respectively. $32,575 was unpaid and included in accrued expenses and
         other current liabilities-related parties at December 31, 2004 and
         September 30, 2004. The leases, which expire in 2005, now require
         aggregate monthly rentals of $1,731 to be paid to or on behalf of the
         20% owners of the property;these owners are responsible for debt
         service and real estate taxes on the property.

                                  Page 10 of 19
<PAGE>

NOTE 6 - FINANCING ARRANGEMENT.

         (i) SHORT-TERM DEBT:

             At December 31, 2004, 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 Six 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 totaling
             $100,000 in the aggregate.This $100,000 is guaranteed by an officer
             of the Company. Interest during the three months ended December 31,
             2004 and 2003 was charged at various rates of 5.00% to 7%.

                                  Page 11 of 19
<PAGE>

NOTE 6 - FINANCING ARRANGEMENT: (CONTINUED)

         SHORT-TERM DEBT: (CONTINUED)
<TABLE>
<CAPTION>

                                                       December 31,  September 30,
                                                          2004           2004
                                                      ------------   ------------
<S>                                                   <C>            <C>
Bank borrowing outstanding at December 31, 2004 and
September 30, 2004 amounted to:

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

Other bank loans payable(2) under lines of credit           64,946         70,407
                                                      ------------   ------------
                                                      $  1,285,563   $  1,291,024
                                                      ============   ============
</TABLE>

                                  Page 12 of 19
<PAGE>

NOTE 7 - 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.

         Two shareholders who owned 18% of e-GlobusNet are also officers and
         directors of GBIR. The company called e-GlobusNet was dissolved, as it
         is now part of GBIR.

     (b) COMMON STOCK ISSUED TO CURRENT EMPLOYEES:

         In April, 2003 285,000 shares were issued to three long time employees
         of the Company in lieu of cash for past, present and future services.
         The share price at the time of issuance was 13 cents per share. $22,050
         was recorded as an expense during fiscal year 2003. The remainder of
         $20,000 was recorded as an expense during the year ending September 30,
         2004.

     (c) SALE OF SHARES:

         Under an agreement, one company based in Denmark purchased 2,000,000
         shares for $4,000,000 during the year ending September 30, 2003 and
         obtained a right of approval over the 49% minority interest in GCS.
         Pursuant to this agreement, GBIR is obligated to provide $4,000,000 in
         capital contributions to GCS for its 51% interest. Thus, GBIR has
         recorded the $4,000,000 received from the stock sale as follows:
         $2,040,000 as a capital contribution and $1,960,000 as a reserve for
         minority interest in GCS.

     (d) PURCHASE OF REAL ESTATE FOR STOCK:

         As mentioned in Note 4, the Company purchased 80% ownership of land and
         a building owned by three directors of the Company. The property was
         appraised at a value of $400,000, resulting in 80%, or $320,000 being
         recorded as a fixed asset in April, 2003. In exchange the directors
         received 2,200,000 more shares of common stock. The three directors now
         own a total of 3,796,666 shares of the Company.

                                  Page 13 of 19
<PAGE>

NOTE 8 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.

         The Company is comprised of two business segments with the new internet
         based business not yet deriving revenue. The distribution of food
         products, construction materials and other materials and supplies
         business segment is operated by GBIR;the distribution of auto paint and
         parts and clothing business segment is operated by SIL. Set forth below
         are sales, operating income(loss), capital expenditures, depreciation
         and amortization and identifiable assets of the segments(in thousandths
         of dollars).

                                                          For the Three
                                                          Months Ended
                                                          December 31, 2004
                                                          -------------

         Net sales:
           Food products and other materials              $         747
           Auto parts and clothing                                  188
                                                          -------------
                                                          $         935
                                                          =============
         Operating income(loss):
           Food products and other materials              $         118
           Auto parts and clothing                                   10
                                                          -------------
                                                          $         128
                                                          =============
         Depreciation and amortization:
           Food products and other materials              $           2
           Auto parts and clothing                                    0
                                                          -------------
                                                          $           2
                                                          =============
         Identifiable assets:
           Food products and other materials              $       5,389
           Auto parts and clothing                                  115
                                                          -------------
                                                          $       5,504
                                                          =============

                                  Page 14 of 19
<PAGE>

NOTE 9 - COMMITMENTS AND CONTINGENCIES.

         Leases:

         The Company is a lessee under an operating real property lease for
         office space expiring in 2006. Rent expense charged to operations for
         the three months ending December 31, 2004 and 2003, which also includes
         rent expense for the Brooklyn, New York property was $15,797 and
         $15,176, respectively. Future minimum rent commitments as of December
         31, 2004 are as follows:

         Years ended September 30,

         2005                   $ 28,440
         2006                   $ 18,960
                                --------
         Total                  $ 47,400
                                ========

         Financing and construction commitments relating to GCS:

         As described in Note 1, GCS has been approved for a $4,879,000 loan
         from OPIC to partially finance the construction of a public cold
         storage facility for frozen and chilled foods located in Moscow,
         Russia. Since the loan commitment has been approved, GBIR is obligated
         to make $4,000,000 in capital contributions to GCS.

                                  Page 15 of 19
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations:

Revenues decreased $117,617 for the three months ending December 31, 2004
compared to the same period for 2003, due primarily to an emphasis on a few new
products being the concentration, like construction materials, which is at lower
volumes but are sold at higher margins. An emphasis has also been placed on a
new subsidiary(GCS) and its intention to construct a public cold storage
facility for frozen and chilled foods located in Moscow, Russia. Until it is
built and generating revenue, certain funds are committed to this project. The
gross margins on the sales for the same period increased from 9.2% to 22.6% due
to the construction materials.

Selling expenses for the three months ending December 31, 2004 compared to the
same period for 2003 increased $4,487. The largest costs related to travel,
consulting and payroll expenses incurred in trying to diversify the product
lines and customer base.

General and administrative costs decreased $6,277 for the three months ending
December 31, 2004 compared to 2003 due to an effort to keep overhead down.

Depreciation and interest expense remained even during the three months ended
December 31, 2004 compared to 2003.

Financial Condition:

Cash and cash equivalents decreased to $357,286 at December 31, 2004 from
$427,996 at September 30, 2004 due to the payback of $85,000 in loans from
directors at the same time that revenues decreased and several large accounts
receivables are still uncollected from September 30, 2004 while payables are
being kept current.

Accounts receivable decreased only slightly to $4,620,581 at December 31, 2004
compared to $4,626,775 at September 30, 2004 as several large customer balances
are expected to be collected in spring 2005.

Accounts payable decreased to $177,930 at December 31, 2004 compared to $313,214
at September 30, 2004, as the company has made an effort to keep their vendor
balances down even in the current situation where accounts receivable balances
are being collected at a slower pace. Also the decreased revenues has resulted
in less vendor purchases.

Notes payable to related parties decreased $85,000 to $735,907 at December 31,
2004 from $820,907 at September 30, 2004 as a repayment of $85,000 was made from
the available cash from the quarter's sales.

Liquidity and Capital Resources:

The Company's working capital at December 31, 2004 was $2,691,077. The Company's
primary sources of working capital have been net proceeds from (i)customer sales
and (ii)advances from related parties.

Currently the Company's primary cash requirements include (i)the funding of its
inventory purchases for and receivables from sales of products and (ii)ongoing
selling, administrative and other operating expenses. Management believes that
the Company's cash liquidity position will also be enhanced by the commencement
of the new internet based portal business which will enable the company to
obtain a new line of customers and that its present two unsecured bank lines
aggregating $100,000, and its existing cash position should be in aggregate,
sufficient to fund the Company's operation for the next twelve months. The above
assumes the Company's operations are consistent with management's expectations
which are expected to be an improvement from fiscal 2004. If the cold storage
project (note 1) comes to fruition the Company believes that they will have
ample funds in future years to both maintain a strong cash position as well as
continue to expand the business as desired. If the project does not take place,
there can be no assurance that the Company will be able to obtain financing on a
favorable or timely basis. The type, timing and terms of financing elected by
the Company will depend upon its conditions in the financial markets. Moreover
any statement regarding the Company's ability to fund its operations from
expected cash flows is speculative in nature and inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.

                                  Page 16 of 19