U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 2)


[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 [ ]

<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 $6,803,062.

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.(the "Company") 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 Globus International Resources Corp.

The Company 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. It 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 the Company 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 the Company
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 the Company(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, the Company's 51% interest will be $2,040,000 and the 49% voting
interest owned by other investors will be $1,960,000. On December 5, 2003 the
Company (the sponsor) filed an application for financing of the GCS cold storage
facility with Overseas Private Investment Corporation ("OPIC"). OPIC issued a
financing commitment in 2004 to the Company. The financing commitment has since
expired in June 15, 2005. OPIC has further advised the Company by a letter dated
August 8, 2005 that it is not renewing the financing commitment nor accepting
any other applications to finance any other projects at this time.

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<PAGE>

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 ownership of
e-GlobusNet Corp., which resulted in the ownership of the software.

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 the Company as a principal rather than
dealing directly with companies in Russia and the Ukraine.

In situations where the Company 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 9 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.

                                  RISK FACTORS

The Company's business is subject to numerous risk factors, including the
following:

1.  Independent Certified Public Accountants' Opinion - Going Concern.

The Company's financial statement for the year ended September 30, 2003 was
audited by the Company's independent certified public accountant, whose report
includes an explanatory paragraph stating that the financial statement has been
prepared assuming the Company will continue as a going concern and that the
Company has incurred significant operating losses that raise substantial doubt
about its ability to continue as a going concern.

2.  Limited Operating Results and Earnings.

The Company has been a small organization, and has had limited revenues and
earnings. Most recently, the Company has been engaged in the development of a
new business plan and the search for funding in order to develop and expand a
niche in its marketplace. Therefore, the Company must be considered to be a
limited operation and subject to all the risks inherent in such a business
venture, many of which are beyond the control of the Company, including the
inability to implement its new business plan and marketing strategy, lack of
capital and failure to achieve market acceptance.

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<PAGE>

3.  Reliance Upon Management.

Presently, the Company is totally dependent upon the personal efforts of its
current management. The loss of any officer or director of the Company could
have a material adverse effect upon the business and future prospects of the
Company. The Company does not presently have key-man life insurance upon the
life of any of its officers or directors. Further, all decisions with respect to
management of Company affairs will be made exclusively by current management.
The Company will also employ independent consultants to provide business and
marketing advice. Such consultants have no fiduciary duty and may not perform as
expected. The success of the Company will in significant part depend upon the
efforts and abilities of management, including such consultants as may be
engaged in the future. Additionally, as the Company implements its planned
marketing strategy and related operations it will require the services of
additional skilled personnel. There can be no assurance that the Company can
attract persons with the requisite skills and training to meet their future
needs or, even if such persons are available, that they can be hired on terms
favorable to the Company.

4.  Management and Affiliates Own Enough Shares to Influence Shareholder Vote

The Company's executive officers and directors, together with entities
affiliated with them, own approximately 66.4% of the outstanding common stock.
As a result, these executive officers and directors will be able to exercise
substantial control over matters requiring stockholder approval, including the
election of directors and the approval of material corporate matters.

5.  Company Growth Dependent on the Successful Implementation of the Company's
    Business Plan.

The Company's future growth will be dependent on the successful implementation
of the Company's Business Plan. This plan consists of two key factors; operating
a multi-lingual, Internet-based portal that allows international buyers and
sellers of commercial and industrial products to engage in electronic commerce,
and constructing and operating a public cold storage facility for frozen and
chilled foods located in Moscow, Russia These factors, in addition to the
ability to develop strategic relationships, effectively responding to
competition, future development and upgrading of its technology, the ability to
attract and retain qualified personnel and the ability to obtain necessary
financing on acceptable terms will dictate the success of the Company.
Furthermore, as the Company implements its business plan, there can be no
assurance that there will not be substantial unanticipated costs and expenses
associated with the start-up and implementation of such plan.

6.  Possible Adverse Effects if Unable to Fund Business Plan.

The Company's business plan will require that substantial capital investment and
adequate financing be available to the Company, for the development of
operations and additional equipment and facilities. The Company could suffer
adverse consequences if it is unable to complete or obtain anticipated financing
needs.

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<PAGE>

7.  Uncertainty as to Management's Ability to Control Costs And Expenses.

With respect to the planned new business operations of the Company, management
cannot accurately project or give any assurance, with respect to its ability to
control development and operating costs and/or expenses in the future.
Consequently, even if the Company is successful in implementing its planned new
operations (of which there can be no assurance), if management is not able to
adequately control costs and expenses, such operations may not generate any
profit or may result in operating losses.

8.  Possible Adverse Effect of Domestic and International Government Regulations
    and Laws.

The Company's trade operations are conducted in the United States of America,
Western Europe, Russia and Ukraine. Therefore, the Company's business is subject
to and affected by significant domestic and international government regulation.
Government laws and regulations, whether existing today or adopted in the
future, or during or following civil or political unrest, could adversely affect
the Company's ability to market and sell its products, and could impair it's
profitability.

9.  Possible adverse effect if change in foreign economic policies

The Company has 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. Although the Russian, Ukraine and Western
European governments have adopted policies encouraging economic development,
conditions might change unexpectedly. Such conditions may change quickly and
dramatically which may have an adverse impact on ownership and may result in a
loss without recourse of property or assets of the Company.

10. Possible Adverse Effect of Acts of Terrorism.

It is not possible to predict if any acts of terrorism in the future will have a
material adverse effect on the Company's business operations. The Company could
be more vulnerable than other companies to such terrorist attacks because of the
international nature of its business.

11. Possible Adverse Effect of Government Regulations and Future Regulatory
    Changes Regarding the Internet.

The Company's operation of a multi-lingual, Internet-based portal that allows
international buyers and sellers of commercial and industrial products to engage
in electronic commerce is subject to several regulations. There are regulations
governing the Internet, services which are provided via the Internet and the
companies which provide such services. Although management is not aware of any
pending regulations which would be adversely affect its planned business
operations, it is possible that future or unforeseen changes may have an adverse
impact upon the Company's ability to continue or expand its operations as
presently planned. The extent of such regulations is impossible to predict, as
is the potential impact upon the business operations of the Company in
accordance with its business plan.

12. Competition; Low Barriers to Entry. There is a very high level of
competition among companies offering similar products and services. The Company
expects that new competitors that provide similar products and services and are

                                       5
<PAGE>

operationally proficient, will emerge and will be competing with the Company. As
is often the case, if the Company's plans prove successful it is likely that a
number of other companies, who may have greater financial resources and market
recognition than the Company, will look to provide services similar to those
planned by the Company. The Company does not have proprietary products and
services that would preclude or inhibit competitors from entering their markets.
The Company intends to compete on the basis of price and the quality of its
services. Competitors may better position themselves to compete in this market
as it matures. In addition, the Company will be competing with established
companies as well as established industry leaders who seek to expand their
marketing efforts. Consequently, the Company will be competing with many other
companies for a share of the available market and no assurance can be given that
in the future the Company will be able to achieve an adequate position to
achieve commercial success or that such competition will not materially
adversely affect the Company's business, results of operations and financial
condition.

13. Additional Financing.

The Company will require additional financing in order to complete
implementation of its proposed business plan and fully develop its planned
operations. Further, assuming that the Company is able to expand its commercial
operations, it is likely that the Company will require subsequent additional
financing in the future. There can be no assurance that such financing will be
available or, if available, that it can be obtained on terms favorable to the
Company.

14. Acquisition financing; additional dilution

The Company may attempt to finance future purchases and acquisitions using
shares of the Company's common stock, preferred stock, options, cash, borrowed
funds or a combination thereof. The Company has no arrangements, agreements or
understandings to that effect at this time. If the Company's common stock does
not maintain a sufficient market value, or if the price of the Company's common
stock is highly volatile, or if potential acquisition candidates are otherwise
unwilling to accept the Company's common stock as part of the consideration for
the sale of their businesses, the Company may be required to use more of its
cash resources or more borrowed funds in order to initiate and maintain an
acquisition program. If the Company does not have sufficient cash resources, its
growth could be limited unless it is able to obtain additional capital though
debt or equity offerings. The Company may also enter into credit facilities with
one or more lenders to obtain financing to be used in connection with future
purchases or acquisitions. There can be no assurance that the Company will be
able to obtain such financing if and when it is needed or that any such
financing will be available on terms it deems acceptable.

15. Forward Looking Statements. This document contains forward-looking
statements. Readers are cautioned that all forward-looking statements involve
risk and uncertainty. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements included in this document will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.

                                       6
<PAGE>

16. No Dividends.

The Company has not paid any dividends nor, by reason of its present financial
status and contemplated financial requirements, does it anticipate paying any
dividends in the foreseeable future.

17. Shares Eligible for Future Sale.

All the Shares presently issued and outstanding are "restricted securities" as
that term is defined in the Securities Act of 1933. Therefore, all such Shares
must be held indefinitely unless subsequently registered under the Act, or an
exemption from registration becomes available. One exemption which may be
available in the future is Rule 144 adopted under the Act. Generally, under Rule
144, any person holding restricted securities for at least one (1) year may
publicly sell in ordinary brokerage transactions, within a 3 month period, the
greater of one (1%) percent of the total number of the Company's Shares
outstanding or the average weekly reported volume during the four weeks
preceding the sale, if certain conditions of Rule 144 are satisfied by the
Company and the seller. Furthermore, with respect to sellers who are
"non-affiliates" of the Company, as that term is defined in Rule 144 the volume
sale limitation does not apply and an unlimited number of shares may be sold,
provided the seller meets certain other conditions enumerated in Rule 144
including a holding period of 2 years. Sales under Rule 144 may have a
depressive effect on the market price of the Company's Shares, should a public
market ever develop for such Shares. None of the presently issued and
outstanding Shares would be available for sale under Rule 144 until at least
November 2003.

18. Risks of Low-Priced Stocks And Possible Effect of "Penny Stock" Rules on
    Liquidity.

The Company's stock is traded over the OTC Bulletin Board and is defined as a
"penny stock" under Rule 3a51-1 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. In general, a "penny
stock" includes securities of companies which are not listed on the principal
stock exchanges or the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or National Market System ("NASDAQ NMS") and have a
bid price in the market of less than $5.00; and companies with net tangible
assets of less than $2,000,000 ($5,000,000 if the issuer has been in continuous
operation for less than three years), or which has recorded revenues of less
than $6,000,000 in the last three years. "Penny stocks" are subject to rule
15g-9, which imposes additional sales practice requirements on broker-dealers
that sell such securities to persons other than established customers and
"accredited investors" (generally, individuals with net worth in excess of
$1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their
spouses, or individuals who are officers or directors of the issuer of the
securities). For transactions covered by Rule 15g-9, a broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. Consequently, this
rule may adversely affect the ability of broker-dealers to sell the Company's
stock, and therefore may adversely affect the ability of the Company's
stockholders to sell stock in the public market.

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<PAGE>

ITEM 2. Description of Property:

Pursuant to an agreement expiring March, 2006, the Company leases approximately
1,750 square feet of space for an administrative, clerical and executive office
at 80 Wall Street, #915, New York, NY 10005. The term of the lease commenced
April 1, 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
the Company.

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

ITEM 3. Legal Proceedings:

The Company is not a party to any legal proceedings, nor to the knowledge of
management, is any viable litigation currently threatened against the Company or
any of its officers or directors in their capacity as such.

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 OTCBB. The
following table sets forth the high and low bid prices per share of the
Company's common stock for each quarter during fiscal 2002 and 2003, as reported
by the OTCBBB. The stock price quotations represent prices between dealers, does
not include retail mark-ups, markdowns or commissions, and may not necessarily
represent actual transactions.

                                                           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

                                       8
<PAGE>

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

No securities were issued under any Equity Compensation Plans during Fiscal
2003.

Dividends:

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:

The following sets forth unregistered sales of securities by the Company y
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), during the last three fiscal years:

(1)  January 31, 2001-200,000 shares of Common Stock, $.001 par value were
     issued to a consultant in lieu of cash for services rendered valued at
     $28,000 in putting together a business plan for an internet based portal.
     No underwriting discounts or commissions were paid in connection with the
     exchange, the Company claimed exemption from registration under Section
     4(2) of the Securities Act.

(2)  April 30, 2002-968,000 shares of Common Stock, $.001 par value were issued
     to the shareholders of e-Globus Net Corp. valued at $58,080 in exchange for
     all the shares of e-GlobusNet Corp. No underwriting discounts or
     commissions were paid in connection with the exchange, The Company claimed
     exemption from registration under Section 4(2) of the Securities Act.

(3)  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 9(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 and Regulation S promulgated under the Securities Act.

(4)  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.

(5)  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. The Company claimed exemption from registration under Section
     4(2) of the Securities Act.

Transfer Agent:

Continental Stock Transfer and Trust Company acts as the Company's Registrar and
Transfer Agent

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<PAGE>

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 $4,987,385 (42.3%) 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 for most of
fiscal 2003. The cost of sales in 2003 of $6,352,923 was $4,962,111(43.9%) 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 but there was a smaller margin on
certain construction supplies.

Certain net sales and purchases originally recorded by the Company were
determined to be transactions where the Company acted as a broker on behalf of
ApS. These sales and related cost of goods sold have been reversed, resulting in
a decrease in net sales and cost of goods sold of $3,020,971 and $2,989,650,
respectively.

Selling expenses decreased $27,262 (18.8%)to $117,858 during 2003 to 1.7% of
sales as compared to 1.2% of sales in 2002. The decrease is due to the large
decrease in sales.

General and administrative costs increased $67,617(55.4%) to 2.8% 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 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 $2,041,375 from $32,500 in 2002 to
$2,073,875 in 2003. The increase was due primarily to the noncollection of
accounts receivable from two Russian customers with balances of $1,072,678 and
$963,730 at September 30, 2002 and 2003, respectively.

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 $1,010,350 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 $1,056,549 cash used in
operating activities.

Accounts receivable decreased $907,109 to $792,314 at September 30, 2003. The
decrease is due to two large receivables mentioned above being reserved for as
well as the decrease in sales caused by the lack of available funds to use in
operations.

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<PAGE>

The Company in 2003 acquired an 80% ownership interest in title to real estate
owned from an entity jointly owned by the Company's three directors. 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 Company making an
effort to pay vendors quickly even though their collections from customers did
not materialize at the same pace. It is important with the Company's vendors to
maintain good payment and credit terms in order to purchase on credit on a
regular basis.

Accrued expenses and other current liabilities decreased by $10,980 to $49,552
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 decreased by $1,582,184 to $(2,077,161) at September 30,
2003 from ($494,977) at September 30, 2002. The decrease is due to the
$1,939,234 net loss for the year ended September 30, 2003.

With the funds contributed to the Company through shareholder loans and the sale
of 2,000,000 shares the Company feels that they are in better shape for fiscal
2004 to use those funds to generate profits with its present food products,
construction supplies, stationary supplies and auto parts. As the Company has
relatively low overhead at this time the Company feels that those profits should
be sufficient enough to satisfy cash requirements for the next 12 months. The
Company also expects its customers to improve their businesses that were slow at
various points in fiscal 2003, such as the sales of fish. This will enable the
Company to increase its sales and cash flows from those customers. The Company
is in constant correspondence with their customers to determine what needs their
customers will have in the foreseeable future.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's working capital deficiency was ($1,568,344) at September 30, 2003.
However two current liabilities are not expected to be paid during the next
fiscal year if the funds are not available;Bank lines of credit of $1,285,017
and notes payable to related parties of $1,080,002. Without paying these amounts
back in the next twelve months there would be a positive working capital to
utilize to satisfy current cash requirements. 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, 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

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<PAGE>

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 by the Company as the new principal accountant 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 of
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 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.

                                       12
<PAGE>

                                    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.

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.

                                       13
<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.

                                       14
<PAGE>

In April 2003, the Company purchased an 80% undivided 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.



                                   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:  August 31, 2005
                                              ----------------------------------


                                       15
<PAGE>

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:  August 31, 2005
                                              ----------------------------------

                                       By:    /s/ HERMAN ROTH
                                              ----------------------------------
                                       Title: Secretary
                                              ----------------------------------
                                       Date:  August 31, 2005
                                              ----------------------------------


                                       16
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

I have audited the accompanying consolidated balance sheet of Globus
International Resources Corp. and subsidiaries (the "Company") 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. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Globus International
Resources Corp. and subsidiaries at September 30, 2003, and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States.

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 which the Company has
not accrued interest on since October 2001. Although this bank believes that the
Company owes them $1,506,367, the bank has not initiated any legal proceedings
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 $1,220,617.
The financial statements do not include any adjustments that might 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 and at
September 30, 2003, the Company had negative stockholders' equity of $2,077,161.
These factors raise 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.

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, except for Notes 7, 9, and 12
(as to which the date is August 10, 2005).


                                       17
<PAGE>

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                                              792,314
  Inventories                                                            39,314
  Other assets                                                           19,750
                                                                   ------------

     Total current assets                                             1,404,539
                                                                   ------------
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                                                       $  1,906,072
                                                                   ============

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

Liability to Atlantic Investment ApS                                  1,010,350
                                                                   ------------
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                                          5,775,240
  Deficit                                                            (7,861,132)
                                                                   ------------
     Total stockholders' equity                                      (2,077,161)
                                                                   ------------
Total liabilities and stockholders' equity                         $  1,906,072
                                                                   ============

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                                          $  6,803,062    $ 11,790,447

Cost of goods sold                                    6,352,923      11,315,034
                                                   ------------    ------------

Gross profit                                            450,139         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                     2,073,875          32,500
                                                   ------------    ------------

     Total operating expenses                         2,384,192         326,874
                                                   ------------    ------------

Income (loss) from operations                        (1,934,053)        148,539

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

Income (loss) before income taxes                    (1,939,234)        131,325

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

Net income (loss)                                  $ (1,939,234)   $    131,325
                                                   ============    ============

Net income (loss) per common share                 $      (.309)   $       .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                        2,000,000          2,000         (2,000)            --

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                                    --             --             --     (1,939,234)
                                            ------------   ------------   ------------   ------------

Balance at September 30, 2003                  8,730,872   $      8,731   $  5,775,240   $ (7,861,132)
                                            ============   ============   ============   ============
</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)                                              $ (1,939,234)  $    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                               2,073,875         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                                        (1,166,766)        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                                        882,685          8,613
                                                                ------------   ------------
 Net cash provided by (used in)operating activities               (1,056,549)       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                1,010,350             --
                                                                ------------   ------------

     Net cash provided by financing activities                     1,332,396         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.(the "Company") 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 Globus International Resources Corp.

The Company 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. It 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 the Company 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 the Company
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 the Company(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, the Company's 51% interest will be $2,040,000 and the 49% voting
interest owned by other investors will be $1,960,000. On December 5, 2003 the
Company (the sponsor) filed an application for financing of the GCS cold storage
facility with Overseas Private Investment Corporation ("OPIC"). OPIC issued a
financing commitment in 2004 to the Company. The financing commitment has since
expired in June 15, 2005. OPIC has further advised the Company by a letter dated
August 8, 2005 that it is not renewing the financing commitment nor accepting
any other applications to finance any other projects at this time.

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 9).

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 the Company as a principal rather than
dealing directly with companies in Russia and the Ukraine.

In situations where the Company 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 9.

                                       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 Globus International
Resources Corp., 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 and possession is taken by its customers, persuasive evidence of an
arrangement exists, the amount is fixed and determinable in the form of an
agreed upon sales order and collectibility is reasonably assured. The Company
records expenses in the period in which they are incurred, all in accordance
with accounting principles generally accepted in the United States. The
Company's policy is generally to not accept returns from customers. Each
customer is reviewed for credit risk and collectibility prior to shipping
products to them.

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 $2,442,532 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 9, 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. The Company
adopted Statement of Financial Standards No. 142 "Goodwill and Other Intangible
Assets" on October 1, 2002. This standard eliminates amortization of goodwill
and replaces it with a test for impairment. The Company tests goodwill for
impairment on an annual basis. The test is a comparison of the fair value of net
assets of the Company to the cost basis recorded. This was done by reviewing
discounted future cash flows and the projected profitability of the auto parts
business it relates to. At September 30, 2003 the amount of goodwill recorded
appears reasonable and will continually be analyzed.

Related party transactions:

All related party transactions are stated separately on the accompanying
financial statements and described in footnote 5.

                                      F-9
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002

Dividends:

There are no restrictions on the issuance of dividends, however there are no
current plans to issue dividends in the foreseeable future.

Fair value of financial instruments:

The Company's financial instruments consist primarily of cash, cash equivalents,
trade receivables, trade payables and debt instruments. The carrying values of
these financial instruments approximate their fair values. The estimated fair
values have been determined using appropriate market information and valuation
methodologies.

Income taxes:

Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.

Impairment of long lived assets:

The Company reviews its long-lived assets for impairment when events or changes
in circumstances indicate that the carrying value of an asset may not be
recoverable. The Company uses an estimate of future discounted cash flows of the
related assets over their remaining lives in measuring whether the assets are
recoverable. An impairment loss is calculated by determining the difference
between the carrying values and the fair values of these assets. At September
30, 2003 the Company did not consider any of its long-lived assets to be
impaired.

Expense classifications for statement of operations:

Cost of goods sold consist of the purchase price of goods sold and related
freight costs. Selling expenses are primarily costs related to selling including
sales salaries, office rent, travel, benefits and advertising. General and
administrative expenses are those costs allocable to running the operations not
related to sales, such as administrative salaries, phone and office rent,
professional and consulting fees, utilities and insurance.

Foreign transactions:

The functional currency is the U.S. dollar and all transactions are in U.S.
dollars. There are no foreign currency transactions.

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 at September 30, 2003, the
Company had negative stockholders' equity of $2,077,161. These factors create
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

The Company expects the cold storage project to generate substantial profits and
cash flows when it is in operation.  Plans for operations are to eventually rely
on the cold storage project to become a significant part of their business.

                                      F-10
<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                                        $  1,027,678
         Customer in Russia                                             963,730
         All other customers                                          1,243,438
                                                                   ------------
         Total                                                        3,234,846

         Less allowance for doubtful accounts                         2,442,532
                                                                   ------------
         Net                                                       $    792,314
                                                                   ------------

During the year ended September 30, 2003, the Company recorded a provision for
doubtful accounts of $2,073,875(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:

                                                                       2003
                                                                   ------------
         80% interest in title to Brooklyn, New York property
         (see note 9):
         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
                                                                   ============

                                      F-11
<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:


  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
  November, 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
                                                                     ===========

                                      F-12
<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 9 for a more complete
description of the transaction 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 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. The Company disputes this liability and 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. If the bank pursues
collection, the Company intends to offer the bank proceeds of a sale of the
Brooklyn, New York property in full and final settlement of this liability.
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-13
<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%.

7. Liability to Atlantic Investment ApS:

In April, 2003 the Company executed an agreement with Atlantic Investment
ApS("Atlantic"), an unrelated Danish corporation. Pursuant to this agreement,
Atlantic subscribed to 2,000,000 shares of common stock at a price of $2.00 per
share, or $4,000,000 total, and obtained a right to approve the owners of the
49% minority interest in GCS. $1,010,350 of the $4,000,000 total subscription
was received by the Company in April, May and June of 2003; the remaining
$2,989,650 of the subscription is to be paid to GCS if and when GCS receives
additional debt financing of approximately $5,000,000 for the public cold
storage facility. Under the agreement, if the Company is unable to obtain this
loan approval, Atlantic has the right to return the 2,000,000 shares and demand
the return of the $1,010,350. Accordingly, the Company has reflected this amount
as a liability at September 30, 2003.

8. 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            $ (1,939,234)  $    131,325
                                                    ------------   ------------
       Computed Federal income tax at 34%               (659,340)        44,651
       Computed state and local income taxes
        net of federal tax benefit                      (193,923)        13,133
       Valuation allowance                               853,263        (57,784)
                                                    ------------   ------------

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

           Net income (loss)                        $ (1,939,234)  $    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 $2,608,579 attributable
to the future utilization of $5,928,588 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 $1,939,234 in year 2023.

                                      F-14
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002

9. 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.

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:

As discussed in Note 7, Atlantic subscribed to 2,000,000 shares of common stock
at a price of $2.00 per share, or $4,000,000 total, and obtained the right to
approve the owners of the 49% minority interest in GCS. If and when Atlantic
pays the remaining $2,989,650 to GCS and no longer can demand return of the
$1,010,350 paid in April, May and June of 2003, the Company will increase
stockholders' equity by $2,040,000 and increase minority interest in GCS by
$1,960,000.

(d) Purchase of real estate for stock:

As mentioned in Note 5, the Company purchased an undivided 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 from the
directors, the three directors of the company who owned the property now own the
remaining 20% to reflect joint tenancy. 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.

                                      F-15
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002

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. Neither the rental income collected
or the expenses paid by the directors is recorded by the Company.

10. Major relationships and segment information:

The Company is comprised of two business segments. The distribution of food
Products and other materials business segment is operated by GBIR;the
distribution of auto parts and clothing business segment is operated by SIL.
Substantially all sales of goods are sold to customers in Russia. Set forth
below are sales, operating income(loss), depreciation and amortization, capital
expenditures, and identifiable assets of the segments(in thousandths of
dollars).

                                                      For the Years Ended
                                                         September 30,
                                                 ----------------------------
                                                     2003            2002
                                                 ------------    ------------
    Net sales:
        Food products and other materials        $      6,222    $     11,284
        Auto parts and clothing                           581             506
                                                 ------------    ------------
                                                 $      6,803    $     11,790
                                                 ============    ============
    Income(loss) from operations:
        Food products and other materials        $     (1,920)   $        103
        Auto parts and clothing                           (14)             46
                                                 ------------    ------------
                                                 $     (1,934)   $        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        $      1,720    $      2,116
        Auto parts and clothing                           186             171
                                                 ------------    ------------
                                                 $      1,906    $      2,287
                                                 ============    ============

The food products and other materials segment had ten (10) customers in 2003.
One customer accounted for 47% of this segment's net sales for fiscal 2003.
Another customer accounted for 32% of this segment's sales for fiscal 2003.

The auto parts and clothing segment's sales had ten (10) customers in 2003. One
customer accounted for 78% and 85% of net 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

11. 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
                                                     ============

12. Subsequent event:

On August 31, 2004, The Company and GCS executed a loan agreement (the "OPIC
Commitment") with OPIC. Among other things, the OPIC Commitment provided that:

(1) Subject to satisfaction of certain conditions (such as attainment of
$4,000,000 capital in GCS, site approval, and receipt of documents acceptable to
OPIC), OPIC will provide construction loans totaling $4,879,000 to GCS.

(2) The loans will bear interest at a fixed rate of interest equal to OPIC's
cost of funds plus 5% per annum.

(3) The loans will be repaid in 12 substantially equal consecutive semi-annual
installments due and payable on the 15th day of each June and December in each
year, commencing 18 months after the date of the first loan disbursement and
ending no later than 6 years after the date of the first loan disbursement.

(4) Repayment of the loans will be guaranteed by the Company.

As of June 15, 2005, the expiration date of the Commitment period, GCS had not
satisfied all the conditions requisite to closing on the first loan
disbursement. OPIC has further advised the Company by a letter dated August 8,
2005 that it is not renewing the financing Commitment nor accepting any other
applications to finance any other projects at this time. If the OPIC Commitment
is not extended, the Company and GCS intend to seek other financing sources.

                                      F-17