U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended September 30, 2003

                         Commission File Number 0-24709

                      GLOBUS INTERNATIONAL RESOURCES CORP.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)


            Nevada                                               #86-0203697
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


   80 Wall Street, #915, New York, NY                                   10005
----------------------------------------                              ----------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (212) 558-6100
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for much
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.

Yes [X]  No [ ]

                                                                         1 of 10
<PAGE>

         Check if disclosure of delinquent filer in response in Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

         Issuer's revenues for its fiscal year ended September 30, 2003 were
$9,824,033.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $410,789 as of December
10, 2003.

         The number of shares outstanding of the issuer's common stock as of
December 13, 2003 was 8,730,872 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents or the indicated portions thereof are
incorporated herein by reference into the indicated portions of this Annual
Report on Form 10-KSB:
---------------------

         Transitional Small Business Disclosure Format (check one):

         Yes [X]  No [ ]


                                     PART I

ITEM 1.  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 subsidiaries,
     Shuttle International("SIL") and Globus Cold Storage Corp.("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 contributions
     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 receives 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 which is currently pending. The Company is
     optimistic that this loan will be approved in early 2004 which will result
     in the commencement of construction estimated to be completed within one
     year. At September 30, 2003 GCS has no assets or liabilities. In addition,
     there are no outstanding commitments for the construction of the facilities
     or commitments in exitstence for the purchase or sale of product 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 resulted in the ownership of the software.

                                                                         2 of 10
<PAGE>

         The Company can operate either as a broker or a principal in electronic
commercial transactions. Over the past two years 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 Note 8 of the consolidated financial statements).

The Company's net sales for the year ended September 30, 2003 involved only
approximately 20 customers located in Russia and the Ukraine, so operations are
dependent on stable foreign, political, and economic conditions in these
countries in general and the financial health of those customers.

At September 30, 2003, the Company employed a total of 5 persons, 2 executive
personnel, 1 warehouse Supervisor, and 2 clerical personnel.

                                                                         3 of 10
<PAGE>

ITEM 2.  Description of Property:

         The Company, pursuant to an agreement expiring March, 2006,leases
approximately 1,750 square feet of space for an administrative, clerical and
executive office for GBIR's export business at 80 Wall Street, #915, New York,
NY 10005. The term of the lease commenced in 2003. Annual rent payments are
$37,920.

         SIL, pursuant to a verbal lease agreement with 1616 Mermaid Associates,
leases approximately 1,000 square feet of space for its export business at 1616
Mermaid Avenue, Brooklyn, NY 11224. The lease commenced on April 1, 2003 and
expires September 30, 2005. The annual rent is $20,784. See Item 12 for a
description of the transaction involving the acquisition of an 80% title in this
property by GBIR.

         1616 Mermaid Associates is owned equally by Messrs. Serge Pisman,
Herman Roth and Yury Greene, the three directors of GBIR.

ITEM 3.  Legal Proceedings:

         None

ITEM 4.  Submission of Matters to a Vote of Security Holders:

         No matters were submitted to a vote of the shareholders during the
fourth quarter of fiscal 2003.


                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters:

         The Company's Common Stock trades under the symbol "GBIR" on the OTC
Bulletin Board. The market for the Company's Common Stock is limited, sporadic
and highly volatile. The following table sets forth the high and low bid prices
per share of the Company's Common Stock during fiscal 2003 and 2002, as reported
by the OTC Bulletin Board. These prices reflect inter-dealer prices, without
retail mark-ups, market-downs or commissions, and may not necessarily represent
actual transactions.

                                                                         4 of 10
<PAGE>

                                                           High          Low
                                                         --------      --------
Fiscal 2003:

         First Quarter                                     .60            .10

         Second Quarter                                    .28            .13

         Third Quarter                                     .17            .13

         Fourth Quarter                                    .24            .13


                                                           High          Low
                                                         --------      --------

Fiscal 2002:

         First Quarter                                     .13            .05

         Second Quarter                                    .16            .04

         Third Quarter                                     .33            .06

         Fourth Quarter                                    .30            .12


         The number of shareholders of record as of September 30, 2003 was 124.

         It is the present policy of the Company not to pay cash dividends. Any
payment of cash dividends in the future will depend upon the amount of funds
legally available for that purpose, the Company's earnings, financial condition,
capital requirements and other factors that the Board of Directors may deem
relevant.

Recent Sales of Unregistered Securities:

Securities of GBIR sold by GBIR during the fiscal year ended September 30, 2003
that were not Registered under the Securities Act were:

(1) April 15, 2003-$2,000,000 shares of Common Stock, $.001 par value were sold
at a price of $2.00 per share($4,000,000) to Atlantic Investment ApS in a
private transaction(see Note 8(c) to consolidated financial statements). No
underwriting discounts or commissions were paid in connection with the sale.
GBIR claimed exemption from registration under Section 4(2), Rule 506 of
Regulation D,a nd Regulation 5 promulgated under the Securities Act.

(2) April 28, 2003-2,200,000 shares of Common Stock, $.001 par value were issued
to four individuals(667,500 shares each to Yury Greene and Herman Roth, 665,000
to Serge Pisman, and 200,000 shares to Victor Krasan) in exchange for real
property valued at $320,000. No underwriting discounts or commissions were paid
in connection with the exchange, GBIR claimed exemption from registration under
Section 4(2) of the Securities Act.

(3) April 28, 2003-285,000 shares of Common Stock, $.001 par value were issued
to three Company employees for past and future services valued at $37,050. No
underwriting discounts or commissions were paid in connection with the issuance.
GBIR claimed exemption from registration under Section 4(2) of the Securities
Act.

ITEM 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations:

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto contained elsewhere
in this Annual Report.

Comparison of the Year Ended September 30, 2003 and 2002

         Revenues decreased by $1,966,413 (16.7%) in the year ended September
30, 2003 from $11,790,447 for the year ended September 30, 2002. The decrease is
attributable to a lack of funds available to buy substantial product in the
first two quarters. Sales in the last two quarters were consistent with 2002 as
cash from a $4,000,000 stock sale enabled the purchasing of product. The cost of
sales in 2003 of $9,342,573 was $1,972,461(17%) lower than the 2002 cost of
sales of $11,315,034. The reason for the decrease was the smaller revenues in
2003. The actual margins on sales of food products and auto parts were a bit
higher than the prior year due to a smaller margin on certain construction
supplies.

         Selling expenses decreased $27,262 (18.8%)to $117,858 during 2003 to
1.2% of sales as compared to 1.2% of sales in 2002. The decrease is due to the
large decrease in sales.

                                                                         5 of 10
<PAGE>

         General and administrative costs increased $67,617(55.4%) to 1.9% of
net sales in 2003 from $121,970(1% of net sales) in 2002. This increase arises
from the payment of compensation through issuance of shares, increases in
salaries as funds became available, and legal and consulting costs related to
three separate stock issuances. Depreciation and amortization decreased
$24,412(89.5%) to $2,872(.005%) from $27,284 in 2002. This decrease is the
result of elimination of amortization of goodwill and the fact that most fixed
assets are fully depreciated.

Provision for doubtful accounts increased $1,096,516 from $32,500 in 2002 to
$1,129,016 in 2003. The increase was due primarily to the noncollection of an
account receivable from one Russian customer with a balance of $1,072,678 at
September 30, 2003.

         Interest expense decreased $12,033 to $5,181 in 2003, due to the
pending restructure of the large credit line; no interest payments were made or
accrued in 2003 on this line of credit.


FINANCIAL CONDITION

September 30, 2003 compared to September 30, 2002

         Cash and cash equivalents at September 30, 2003 of $553,161 is $275,847
more than the cash and cash equivalents of $277,314 at September 30, 2002. This
increase in cash is due primarily to the $4,000,000 net proceeds received from
the sale of shares in the third quarter of 2003 and the $319,800 net proceeds
received as loans from related parties, offset by $4,046,199 cash used in
operating activities.

         Accounts receivable increased $3,058,721 to $4,758,144 at September 30,
2003. The large change is due to several large sales in the the last six months
of 2003 which were made possible by the $4,000,000 stock sale in the third
quarter.

         The Company in 2003 acquired an 80% ownership interest in title to real
estate owned from an entity jointly owned by the three directors of GBIR. The
value of 80% interest in the title of this property is $320,000 and was paid for
through the issuance of 2,200,000 shares of the Company's $.001 common stock to
the owners.

         Accounts payable decreased $104,222 to $470,787 at September 30, 2003
from $575,009 at September 30, 2002. The change was due to the improved cash
flow in fiscal 2003 enabling the Company to pay vendors more quickly.

         Accrued expenses and other current liabilities decreased by $2,180 to
$58,352 at September 30, 2003, primarily remaining constant as new bills were
mainly paid as incurred.

         Notes payable to banks and related parties of $2,365,019 at September
30, 2003 was $322,046 more than the September 30, 2002 amount of $2,042,973.
This is the result of additional loans by one officer, director and shareholder
in 2003.

         Stockholders' equity increased $1,433,996 to $939,019 at September 30,
2003 from ($494,977) at September 30, 2002. The increase is due to $2,397,050
from sales and issuances of stock, offset by the $963,054 net loss for the year
ended September 30, 2003.

                                                                         6 of 10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES:

         The Company's working capital at September 30, 2003 was $2,397,486. At
September 30, 2002 there was a working capital deficiency of $(679,382). The
Company's primary sources of working capital have been net proceeds from(i)the
sale of 2,000,000 shares in 2003,(ii)and 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 bank lines, secured by personal guaranty, aggregating $100,000, and its
existing cash position should be in the 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 2003. If the cold storage project noted on page 2
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 cash needs, the availability of other financing sources and
the prevailing 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.

ITEM 7.  Financial Statements:

The financial statements of the Company are included in this report commencing
on F-1.

ITEM 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure:

As previously reported on form 8-K dated October 10, 2003, Arthur Yorkes &
Company resigned as the principal independent accountant for GBIR on October 1,
2003. Arthur Yorkes's report on the Company's financial statements for the
fiscal year ended September 30, 2002 and 2001 contained modification for a
going concern uncertainty. There were no disagreements with Arthur Yorkes on any
matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure. On November 12, 2003, Michael T. Studer CPA P.C.
was engaged as the new principal accountant for GBIR to audit the Company's
financial statements for the fiscal year ended September 30, 2003. The Company
did not consult the new accountant regarding the application fo accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the financial statements.

ITEM 8(a). Controls and Procedures:

Based on an evaluation of the Company's disclosure controls and procedures, the
principal executive Officer and principal financial officer of the Company have
concluded that such controls and procedures were effective as of September 30,
2003 in timely alerting them to material information relating to the Company
required to be included in the Company's periodic SEC filings.

The Company's management intends to provide an annual report on internal control
over financial reporting commencing with the Company's Form 10-KSB for its
fiscal year ended September 30, 2005.


                                    PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act:

         The following table sets forth the name, age and position of each
person who was serving as an executive officer or director of the Company at
December 15, 2003:

             Name             Age                       Office
         ------------        -----        -----------------------------------

         Yury Greene           64         Chief Executive Officer, Treasurer,
                                          President, Director (Chairman)
         Herman Roth           55         Chief Financial Officer, Secretary,
                                          Director (Vice Chairman)
         Serge Pisman          40         Director

Yury Greene has been chairman, treasurer, and a director of GBIR since May 1995.
He has also served as president of GBIR since 2002.

Herman Roth has been secretary and a director of GBIR since May 1995. Serge
Pisman has been a director of GBIR since May 1995.

                                                                         7 of 10
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance.

         Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.

         Based solely on its review of the copies of such reports received by
the Company, and written representations that no Form 5 were required, the
Company believes that, during the fiscal year ended September 30, 2003 and prior
fiscal years, all filing requirements applicable to its officers and directors,
and all of the persons known to the Company to own more than ten percent of its
Common Stock, were complied with by such persons, except that Messrs, Pisman,
Roth and Greene filed their initial statements of beneficial ownership late.

ITEM 10. Executive Compensation:

         In 2003 $15,000 in compensation was paid to the company's chief
executive officer and president. No compensation was paid to this individual in
2002. *

* The lack of salary paid is due to the present financial situation of the
Company, and the desire of the officers to ensure that all current operating
needs are met, in addition to funding the new internet products.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management:

         The table below sets forth information as to each person owning of
record or who was known by the Company to own beneficially more than 5% of the
8,730,872 shares of issued and outstanding Common Stock of the Company as of
February 6, 2004 and information as to the ownership of the Company's Stock by
each of its directors and executive officers and by the directors and executive
officers as a group. Except as otherwise indicated, all shares are owned
directly, and the persons named in the table have sole voting and investment
power with respect to shares shown as beneficially owned by them.

                                                                         8 of 10
<PAGE>

<TABLE>
<CAPTION>

                        Name and Address of         Amount and Nature of       Percent of
 Title of Class           Beneficial Owner          Beneficial Ownership         Class
----------------     -------------------------     ----------------------     ------------
<S>                  <C>                                 <C>                      <C>
Common Stock         Serge Pisman
                     80 Wall Street
                     New York, NY 10005                  1,157,222                13.3%

Common Stock         Herman Roth
                     80 Wall Street
                     New York, NY 10005                  1,319,722                15.1%

Common Stock         Yury Greene
                     80 Wall Street
                     New York, NY 10005                  1,319,722                15.1%

All directors and officers as a group
(3 in number)                                            3,796,666                43.5%

Common Stock         Atlantic Investment Aps.
                     c/o Baltic Center DK Aps.
                     Havnegade 53B1
                     1058 Kobenhavn K,Denmark            2,000,000                22.9%

</TABLE>

ITEM 12. Certain Relationships and Related Party Transactions:

         Herman Roth loaned $125,000 to the Company in April 1996 in exchange
for the Company's 7% promissory note in the principal amount of $125,000. This
note payable on March 31, 1997 was extended indefinitely. Additional
non-interest bearing loans were made by Mr. Roth at various times starting in
2001 with a balance at September 30, 2003 of $685,002.

         Ida and Victor Pisman, Serge Pisman's parents, loaned $20,000 to the
Company in August 1996 in exchange for the Company's 15% promissory note in the
principal amount of $20,000. This note was payable on August 22, 1997 but was
extended indefinitely.

         Yury Greene has personally guaranteed payment of sums due under the
Company's $75,000 line-of-credit with J.P.Morgan Chase Bank and $25,000 line of
credit with Citibank, N.A.

In April 2003, the Company purchased an 80% interest in the title to real
property in Brooklyn, New York in which it had been previously leasing warehouse
space. As a result of the purchase of the 80% title, the three directors of the
Company who owned the property now own the remaining 20%. The property had an
appraised value of $400,000, resulting in 80% or $320,000 being recorded as a
fixed asset. In exchange, the three directors and one other individual received
a total of 2,200,000 shares of GBIR common stock.

The 80% title assigned provides for satisfaction of the existing mortgage on the
Brooklyn property by the three directors of the Company. At September 30, 2003,
the mortgage balance was approximately $87,000 and payments to the institution
holding it remain current. The Company is currently making monthly payments to
the institution on behalf of the directors of $1,731, which includes principal
and interest and real estate taxes.. Rental income earned under prior leases
executed with the three directors for space occupied by third party tenants for
the 50% of the building not occupied by the Company are being collected by the
three directors. Rent expenses incurred by the Company since April 2003
represents the payments of the mortgage on behalf of those directors. Other
costs to maintain and operate the real estate, such as insurance, are being paid
by the directors. See also Item 2 "Description of Property".

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits-

         Exhibit 31(a) & 31(b) - Certifications pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

         Exhibit 32 - Certification pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K-No reports on Form 8-K were filed by the Company during
the quarter ended September 30, 2003.

                                                                         9 of 10
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:    /s/ YURY GREENE
       ------------------------------
Title: President
       ------------------------------
Date:  March 7, 2004
       ------------------------------


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

By:    /s/ YURY GREENE
       ------------------------------
Title: President
       ------------------------------
Date:  March 7, 2004
       ------------------------------


By:    /s/ HERMAN ROTH
       ------------------------------
Title: Secretary
       ------------------------------
Date:  March 7, 2004
       ------------------------------

                                                                        10 of 10
<PAGE>

REPORT OF INDEPENDENT AUDITOR

To the Board of Directors and Stockholders
Globus Intenational Resources Corp.

I was engaged to audit the accompanying consolidated balance sheet of Globus
International Resources Corp. and subsidiaries as of September 30, 2003, and the
related consolidated statements of operations, changes in stockholders equity,
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management.

During the third quarter of the year ended September 30, 2003, the Company
recorded net sales of approximately $3,100,000 to a Russian customer. As
discussed in Note 3 to the consolidated financial statements, the Company had a
$3,129,094 accounts receivable balance(unreserved for) from this customer at
September 30, 2003 and has not received any collections of this balance as of
February 6, 2004. Evidence supporting the validity of the sales to this
customer, such as shipping documents and receiving reports, were neither
maintained by the Company or readily available for my inspection. Furthermore,
evidence supporting the collectibility,in whole or in part, of this $3,129,094
accounts receivable balance, such as financial statements for this customer on
file with the Company, and/or correspondence with this customer was also
unavailable.

Since the Company was unable to produce evidence and I was not able to apply
other auditing procedures to satisfy myself as to the validity of the sales and
the carrying value of the receivable described in the preceding paragraph, the
scope of my work was not sufficient to enable me to express, and I do not
express, an opinion on these financial statements.

The consolidated balance sheet of the Company and its subsidiaries as of
September 30, 2003 includes bank lines of credit payable of $1,285,017. As more
fully described in Note 6 to the consolidated financial statements, $1,220,617
of this total represents the balance due to a certain bank on which the Company
has not accrued interest since October, 2001. Although this bank believes that
the Company owes them $1,506,367, no legal proceedings have been initiated to
collect the past due interest and principal and the Company believes that it
will ultimately settle the liability to this bank for no more than the
$1,220,617. The financial statements do not include any adjustments which may
result from the outcome of this uncertainty.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in
Note 2, the Company has experienced substantial losses from operations.
Additionally, as noted above, the ultimate collectibility of a $3,129,094
receivable from one customer is uncertain. If this receivable is not collected,
the Company would have both negative working capital and negative stockholders'
equity which raises substantial doubt concerning its ability to continue as a
going concern. The financial statements do not include any adjustments which may
result from the outcome of this uncertainty.

As discussed in Note 2 to the consolidated financial statements, effective
October 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets".


/s/ MICHAEL T. STUDER CPA P.C.
--------------------------------------------------------------------------------
Freeport, New York
February 6, 2004




INDEPENDENT ACCOUNTANTS REPORT

To the Board of Directors
Globus International Resources Corp.

We have audited the accompanying consolidated statement of operations, changes
in stockholders' equity, and cash flows for the year ended September 30, 2002 of
Globus International Resources Corp. and Subsidiaries. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The accompanying consolidate financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company experienced substantial recurring losses from operations and at
September 30, 2002 a working capital and capital deficiency exists that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2.The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

ARTHURY YORKES & COMPANY LLP

New York, New York
November 14, 2002

                                       F-1
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                  SEPTEMBER 30,

                                     ASSETS


                                                                       2003
                                                                   ------------
Current assets:
  Cash and cash equivalents                                        $    553,161
  Accounts receivable, net                                            4,758,144
  Inventories                                                            39,314
  Other assets                                                           19,750
                                                                   ------------

     Total current assets                                             5,370,369
                                                                   ------------
Property and equipment, at cost -
 net of accumulated depreciation                                        319,162
                                                                   ------------

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

     Total other assets                                                 182,371
                                                                   ------------

Total assets                                                       $  5,871,902
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank lines of credit payable                                     $  1,285,017
  Unsecured notes payable, related parties                            1,080,002
  Accounts payable                                                      470,787
  Accrued expenses and other current liabilities:
   Related parties                                                       87,525
   Other                                                                 49,552
                                                                   ------------
     Total current liabilities                                        2,972,883
                                                                   ------------

Reserve for 49% voting minority interest,as agent, in
  Globus Cold Storage limited liability company(GCS) subsidiary       1,960,000

Stockholders' equity:
  Common stock, $.001 par value, authorized -
   50,000,000 shares, issued and outstanding -
   8,730,872 at September 30, 2003                                        8,731
  Additional paid-in-capital                                          7,815,240
  Deficit                                                            (6,884,952)
                                                                   ------------
     Total stockholders' equity                                         939,019
                                                                   ------------
Total liabilities and stockholders' equity                         $  5,871,902
                                                                   ============

                       See notes to financial statements.

                                       F-2
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                        FOR THE YEARS ENDED SEPTEMBER 30,


                                                       2003            2002
                                                   ------------    ------------

Net sales                                          $  9,824,033    $ 11,790,447

Cost of goods sold                                    9,342,573      11,315,034
                                                   ------------    ------------

Gross profit                                            481,460         475,413
                                                   ------------    ------------
Operating expenses:
  Selling                                               117,858         145,120
  General and administrative expenses                   189,587         121,970
  Deprecation and amortization                            2,872          27,284
  Provision for doubtful accounts                     1,129,016          32,500
                                                   ------------    ------------

     Total operating expenses                         1,439,333         326,874
                                                   ------------    ------------

Income (loss) from operations                          (957,873)        148,539

Interest expense                                         (5,181)        (17,214)
                                                   ------------    ------------

Income (loss) before income taxes                      (963,054)        131,325

Income taxes                                                 --              --
                                                   ------------    ------------

Net income (loss)                                  $   (963,054)   $    131,325
                                                   ============    ============

Net income (loss) per common share                 $      (.153)   $       .035
                                                   ============    ============
Weighted average number of shares outstanding         6,284,205       3,757,894
                                                   ============    ============

                       See notes to financial statements.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                      GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                         FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                Common Stock          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 stock issued for purchase
of e-GlobusNet Corp.                          968,000           968        57,112            --

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

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

Sale of 2,000,000 shares to
Atlantic Investment(ApS) for $2 per
share, net of $1,960,000 reserve for
49% voting minority interest in GCS         2,000,000         2,000     2,038,000            --

Purchase of 80% interest in title to
Brooklyn property from three directors
in consideration for 2,200,000 shares       2,200,000         2,200       317,800            --

Issuance of stock for services                285,000           285        36,765            --

Net(loss) for the year ended

September 30, 2003                                 --            --            --      (963,054)
                                          -----------   -----------   -----------   -----------

Balance at September 30, 2003               8,730,872   $     8,731   $ 7,815,240   $(6,884,952)
                                          ===========   ===========   ===========   ===========
</TABLE>

                       See notes to financial statements.

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                    GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                              FOR THE YEARS ENDED SEPTEMBER 30,


                                                                     2003            2002
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Cash flows from operating activities:
  Net income(loss)                                               $   (963,054)   $    131,325
                                                                 ------------    ------------
  Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Depreciation and amortization                                      2,872          27,284
     Compensation attributed to shares issued for common stock         22,050              --
     Provision for doubtful accounts                                1,129,016          32,500
     Provision of Inventory Allowance                                  34,306              --
     Increase (decrease) in cash flows as a result of change
      in asset and liability account balances:
        Accounts receivable                                        (4,187,737)         45,982
        Inventories                                                    52,000          11,404
        Other current assets                                           (4,150)            600
        Accounts payable                                             (104,222)        (96,430)
        Accrued expenses and other current liabilities:
          Related parties                                             (25,100)             --
          Other                                                        (2,180)        (12,727)
                                                                 ------------    ------------

            Total adjustments                                      (3,083,145)          8,613
                                                                 ------------    ------------

     Net cash provided by (used in) operating activities           (4,046,199)        139,938
                                                                 ------------    ------------
Cash flows from investing activities:
  Acquisition of property and equipment                                    --              --
                                                                 ------------    ------------

     Net cash provided by (used in) investing activities                   --              --
                                                                 ------------    ------------
Cash flows from financing activities:
  Net proceeds (repayment of) bank lines of credit payable              2,246         (24,904)
  Net proceeds from note payable, related parties                     319,800         116,193
  Issuance of 2,000,000 shares common stock for cash                4,000,000              --
                                                                 ------------    ------------

     Net cash provided by financing activities                      4,322,046          91,289
                                                                 ------------    ------------

Net increase in cash and cash equivalents                             275,847         231,227

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

Cash and cash equivalents at end of year                         $    553,161    $    277,314
                                                                 ============    ============
</TABLE>

                       See notes to financial statements.

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
               GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                              CONSOLIDATED CASH FLOWS
                                    (continued)

                         FOR THE YEARS ENDED SEPTEMBER 30,


                                                              2003         2002
                                                           ----------   ----------
<S>                                                        <C>          <C>
Supplemental disclosures of cash flows information:
  Interest paid                                            $    5,181   $   17,477
  Taxes paid                                                       --           --

Schedule of non-cash operating activities:

  Issuance of stock for services                           $   37,050           --

Schedule of non-cash investing activities:

  Issuance of stock for 80% interest in title to
      Brooklyn real property                               $  320,000           --

  Issuance of stock for investment in multi-lingual
    Internet software                                              --   $   58,080
</TABLE>

                       See notes to financial statements.

                                       F-6
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


1.   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 subsidiaries,
     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 contributions 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 receives 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 which
     is currently pending. The Company is optimistic that this loan will be
     approved in early 2004 which will result in the commencement of
     construction estimated to be completed within one year. At September 30,
     2003 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 product 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 100% ownership of e-GlobusNet Corp., which resulted in the
     ownership of the software (see Note 8).

     The Company can operate either as a broker or a principal in electronic
     commercial transactions. Over the past two years 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 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 Note 8).

                                       F-7
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2003


2.   Summary of significant accounting policies:

     Principles of consolidation:

     The accompanying consolidated financial statements as of September 30, 2003
     and for the two years then ended 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.

     Revenue recognition:

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

     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.

     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-8
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


2.   Summary of significant accounting policies: (continued)

     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 affect collection
     patterns. Consequently, the accompanying financial statements reflect an
     allowance for doubtful accounts of $1,497,673 and $2,903,270 at September
     30, 2003 and 2002, respectively.

     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
     $1,706,818 at September 30, 2002. Since the portion of inventory that was
     reserved for has been sold as of June 30, 2003, no allowance exists at
     September 30, 2003.

     Property and equipment:

     The building, as further described in Notes 4 and 8, is depreciated over 39
     years. The cost of other 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.

     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 operations was $0 and $21,570 in 2003 and 2002, respectively.
     New accounting rules now require the appraisal of goodwill in lieu of
     amortization. At September 30, 2003 the amount of goodwill recorded appears
     reasonable and will continually be analyzed.

     Per share data:

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

     Going concern uncertainty and basis of accounting:

     The accompanying consolidated financial statements have been prepared
     assuming that the Company will continue as a going concern. However, the
     Company has experienced substantial losses from operations, and as more
     fully described in Note 3, the ultimate collectibility of a $3,129,094
     receivable from one customer is uncertain. If this receivable is not
     collected, the Company would have negative working capital and negative
     stockholders' equity and there can be no assurance that it would be able to
     raise sufficient capital and/or generate adequate cash flow to continue its
     operations. The financial statements do not include any adjustments that
     might result from the outcome of this uncertainty.

                                       F-9
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


3.   Accounts receivable-net:

     At September 30, 2003, accounts receivable-net consists of:

     Customer in Russia                                            $ 3,129,094
     Customer in Russia                                              1,027,678
     Customer in Russia                                                963,730
     All other customers                                             1,115,315
                                                                   -----------
     Total                                                           6,255,817

     Less allowance for doubtful accounts                            1,497,673
                                                                   -----------
     Net                                                           $ 4,758,144
                                                                   -----------

     As of February 12,2004, no collections have been received from the customer
     with the $3,129,094 balance, nor has it 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 the Spring
     of 2004 when the seasonal nature of the customer's businesses are more
     likely to facilitate Company collections.

     During the year ended September 30, 2003, the Company recorded a provision
     for doubtful accounts of $1,129,016(which increased the allowance for
     doubtful accounts) and wrote off $2,534,613 fully reserved receivables
     (which reduced the allowance for doubtful accounts.)

4.   Property and equipment:

     At September 30, 2003, property and equipment consists of:

<TABLE>
<CAPTION>
                                                                                2003
                                                                             ----------
<S>                                                                          <C>
       80% interest in title to Brooklyn, New York property (see note 8):

       Land                                                                  $   80,000
       Building                                                                 240,000
                                                                             ----------
       Subtotal                                                                 320,000
       Data processing and office equipment                                      63,331
       Furniture and fixtures                                                    21,283
       Automobiles and trucks                                                    43,687
                                                                             ----------

       Total                                                                    448,301
       Less: Accumulated depreciation                                           129,139
                                                                             ----------

       Net                                                                   $  319,162
                                                                             ==========
</TABLE>

                                      F-10
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


4.   Property assets: (continued)

     Depreciation expense charged to operations for the years ended September
     30, 2003 and 2002 amounted to $2,872 and $5,714, respectively.

5.   Related party transactions:

     Unsecured notes payable:

     At September 30, 2003 unsecured notes payable, related parties consists of:

     To an officer, director and principal stockholder:

<TABLE>
<CAPTION>
<S>                                                                       <C>
       1996 note payable, with interest at
       7% (waived since October 1, 2000) and 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, with interest at 0%, and
       due on demand                                                          685,002
                                                                          -----------
                                                                              810,002

       Note payable to corporation controlled by his wife,
       with interest at 5%, due November 16, 2003 (repaid in full
       Novebember, 2003)                                                      250,000
                                                                          -----------
                 Subtotal                                                   1,060,002

       1996 note payable to parents of director and principal
       stockholder, with interest at 15% (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)                                                    20,000
                                                                          -----------
       Total                                                              $ 1,080,002
                                                                          -----------

     Accrued expenses and other current liabilities:

     At September 30, 2003 accrued expenses and other current liabilities,
     related parties consist of:

       Accrued interest payable relating to the above unsecured
          Notes payable                                                   $    54,950
       Accrued rent payable                                                    32,575
                                                                          -----------
       Total                                                              $    87,525
                                                                          ===========
</TABLE>

                                      F-11
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


5.   Related party transactions: (continued)

     Rent payable:

     GBIR and SIL lease warehouse space in Brooklyn, New York from an entity
     owned by the three directors who jointly owned 100% of the property in
     which the warehouse space is located until April, 2003. They now own 20% of
     the property(see note 4). Rent charged to operations for the Brooklyn
     warehouse space for the years ended September 30,2003 and 2002 was $18,452
     and $9,810 respectively. At September 30, 2003, security rent deposits
     includes $3,000 held for the Company's account by the 20% owners. See Note
     8 for a more complete description of the trans- action involving the
     purchase of the 80% title in this property and other information concerning
     leasing arrangements with the Company and others occupying 50% of the
     space.

6.   Bank lines of credit payable:

     At September 30, 2003, bank lines of credit payable consists of:

     Acceptances payable to the bank                             $1,220,617
     Two bank loans payable under lines of credit                    64,400
                                                                 ----------
     Total                                                       $1,285,017
                                                                 ==========


         The $1,220,617 acceptances payable to bank currently bears interest at
         12% 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
         three years, the line has been limited to what is outstanding
         currently. The loan was collateralized by a first lien on all corporate
         assets not previously pledged or collateralized. While the bank let its
         UCC filings lapse in 2002, it continues to indicate that the full
         amount of what was borrowed plus accrued interest(a total of $1,506,367
         at September 30, 2003) is due. To date, the bank has taken no measures
         to collect what it indicates is due or to seek realization through
         pursuing any assets previously pledged. The Company intends to resume
         its discussions with the bank as to possible restructuring of the
         present debt arrangement and is considering whether it should try to
         sell the Brooklyn, New York property to facilitate fresh discussions
         with the bank. Since the Company believes that a settlement will
         ultimately be reached with the bank, no interest expense has been
         accrued since October of 2001.

                                      F-12
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


6.   Bank lines of credit payable: (continued)

     The Company has lines of credit with two other banks totaling $100,000.The
     lines are guaranteed by the chief executive officer/director/principal
     stockholder of the Company. Interest during the year ended September 30,
     2003 was charged at various rates ranging from 5% to 6%.


                                      F-13
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


7.   Income taxes:

     The difference between income taxes computed using the statutory federal
     income tax rate and that shown in the financial statements are summarized
     as follows:

                                                    2003          2002
                                                 ----------    ----------

         Income (loss) before income taxes       $ (963,054)   $  131,325
                                                 ----------    ----------
         Computed Federal income tax at 34%        (327,438)       44,651
         Computed state and local income taxes
          net of federal tax benefit                (96,305)       13,133
         Valuation allowance                        423,743       (57,784)
                                                 ----------    ----------

         Provision for income taxes                      --            --
                                                 ----------    ----------

             Net income (loss)                   $ (963,054)   $  131,325
                                                 ==========    ==========

     Based on management's present assessment, the Company has not yet
     determined it to be more likely than not that a deferred tax asset of
     $2,179,060 attributable to the future utilization of $4,952,408 of prior
     year net operating loss carryforwards will be realized. Accordingly, the
     Company has provided a 100% allowance against the deferred tax asset in the
     financial statements as of September 30, 2003. The Company will continue to
     review this valuation allowance and make adjustments as appropriate. The
     net operating loss carryforwards available to reduce future federal income
     taxes expire as follows; $303,549 in year 2020, $3,685,805 in year 2021,
     and $963,054 in year 2023.

8.   Common stock:

     (a) Common stock issued for services rendered:

         In fiscal 2000, 500,000 shares were issued to different consultants in
         lieu of cash payments for the exclusive rights to use certain software
         which is the basis for the portal described in Note 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 was initially recorded as prepaid costs
         based on the fact that as of April 2002, the Company used the shares as
         a down payment towards purchasing the software outright. This purchase
         was done through the issuance of 968,000 shares for the 100% interest
         in e-GlobusNet in April 2002. The value of these shares at the time of
         issuance was $58,080 and this cost was recorded as "Investment in
         Multi-Lingual Internet Software", along with the down payment of
         $47,334. At September 30, 2003, this intangible had an aggregate cost
         of $105,414. New accounting rules now require the appraisal of certain
         intangible assets. At September 30, 2003, the amount recorded for this
         intangible appears to be reasonable and will continually be analyzed.

                                      F-14
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


8.   Common stock: (continued)

     (a) Common stock issued for services rendered: (continued)

         Three shareholders who owned 28% of e-GlobusNet are also officers,
         directors and principal shareholders 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 remaining $
         15,000 is recorded as a prepaid expense to be amortized over the next
         three quarters in the ensuing year.

     (c) Sale of shares:

         Under an agreement in April, 2003, an unrelated company based in
         Denmark purchased 2,000,000 shares for $4,000,000 and obtained a right
         to approve whom will become the owners of 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. The
         49% minority investors have been designated in the Articles of
         Association of GCS but, since they are not required to provide capital
         representing their 49% of the $4,000,000 capitalization of GCS if the
         financing is obtained, an equivalent interest($1,960,000) has been set
         aside from the $4,000,000 received from the Danish corporation since,
         if the project is financed, that amount will accrue to their benefit.

     (d) Purchase of real estate for stock:

         As mentioned in Note 4, the Company purchased an interest in the title
         to real property in Brooklyn, New York in which it had been previously
         leasing warehouse space As a result of the purchase of the 80% title,
         the three directors of the company who owned the property now own the
         remaining 20%. The property had an appraised 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 shares of common
         stock. The three directors now own a total of 3,796,666 shares of the
         Company.

         The 80% title assigned designated responsibility for payments in
         satisfaction of the existing mortgage on the Brooklyn property to the
         three directors of the Company. At September 30, 2003, the mortgage
         balance was approximately $87,000 and payments to the instititon
         holding it remain current. The Company is currently making monthly
         payments to the institution on behalf of the directors of $1,731, which
         includes principal and interest and real estate taxes. Rental income
         earned under prior leases executed with the three directors for space
         occupied by third party tenants for the 50% of the building not
         occupied by the Company are being collected by the three directors.
         Rent expense incurred by the Company since April, 2003 represents the
         payments of the mortgage on behalf of those directors. Other costs to
         maintain and operate the real estate, such as insurance, are being paid
         by the directors.

9.   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,
     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),
     depreciation and amortization, capital expenditures, and identifiable
     assets of the segments(in thousandths of dollars).

                                      F-15
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


9.   Major relationships and segment information: (continued)

                                                       For the Years Ended
                                                          September 30,
                                                     ----------------------
                                                       2003          2002
                                                     --------      --------
     Net sales:
         Food products and other materials           $  9,243      $ 11,284
         Auto parts and clothing                          581           506
                                                     --------      --------
                                                     $  9,824      $ 11,790
                                                     ========      ========
     Income(loss) from operations:
         Food products and other materials           $   (944)     $    103
         Auto parts and clothing                          (14)           46
                                                     --------      --------
                                                     $   (958)     $    149
                                                     ========      ========
     Depreciation and amortization:
         Food products and other materials           $      3      $     23
         Auto parts and clothing                           --             4
                                                     --------      --------
                                                     $      3      $     27
                                                     ========      ========
     Capital expenditures:
         Food products and other materials           $     --      $     --
         Auto parts and clothing                           --            --
                                                     --------      --------
                                                     $     --      $     --
                                                     ========      ========
     Identifiable assets:
         Food products and other materials           $  5,686      $  2,116
         Auto parts and clothing                          186           171
                                                     --------      --------
                                                     $  5,872      $  2,287
                                                     ========      ========

     The food products segment had ten (10) customers in 2003. One customer
     accounted for 34% of the food products segment's sales for fiscal 2003.
     Another customer accounted for 32% of the food products segment's sales for
     fiscal 2003.

     The auto parts segment's sales were to ten (10) customers of which one
     customer accounted for 78% and 85% of sales for the years ended September
     30, 2003 and 2002, respectively.

                                      F-16
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002


10.  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 years
     ended September 30, 2003 and 2002, which includes rent expense for the
     Brooklyn property, was $67,568 and $69,356 respectively. It includes month
     to month storage charges for product of approximately $15,000 for the year
     ended September 30, 2003. Future minimum annual rent commitments as of
     September 30, 2003 are as follows:

                  Years Ended
                  September 30,                   Amount
                  -------------                ------------
                      2004                     $     37,920
                      2005                           37,920
                      2006                           18,960
                                               ------------
                      Total                    $     94,800
                                               ============

     Financing and construction commitments relating to GCS:

     As described in Note 1, GCS has applied 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. If and when the loan
     commitment is received, GBIR will be obligated to make $4,000,000 in
     capital contributions to GCS.

                                      F-17