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

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

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

     For the Fiscal Year Ended September 30, 2004


                         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 [ ]

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, 2004 were $3,332,275.

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. $43,654 as of November 7, 2006.

The number of shares outstanding of the issuer's common stock as of September 7,
2006 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 [ ]
<PAGE>

                                     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 intended 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 was approximately $8,879,000. GCS
intended to finance the cost of the project by a combination of capital
contributions from the Company(estimated at approximately $4,000,000) and loans
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 was to be $4,000,000. On December 5, 2003 the Company (the
sponsor) filed an application for financing of the GCS cold storage facility
with OPIC. On August 31, 2004, the Company and GCS executed a loan agreement
with OPIC which, subject to satisfaction of certain conditions by June 15, 2005
(such as attainment of $4,000,000 capital in GCS, site approval, and receipt of
documents acceptable to OPIC), provided for construction loans totaling
$4,879,000. On June 15, 2005 the loan commitment expired as GCS had not
satisfied all conditions precedent to closing. The Company and GCS are presently
seeking other financing sources. As of September, 2006 there has been no
progress on obtaining other sources of financing for this project.

                                        2
<PAGE>

         At September 30, 2004 GCS had 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 developed 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. 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's net sales for the year ended September 30, 2004 involved
only approximately 21 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, 2004, 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, 2004
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.

                                        3
<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.

                                        4
<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 21 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.

                                        7
<PAGE>

ITEM 2. Description of Property:

         Pursuant to an agreement which expired 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 were $37,920. A new one year
lease expires March, 2007 with an annual rent payment of $41,028.

         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, 2006. 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 2004.

                                     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 2003 and 2004, 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 2004:
         First Quarter                                     .25            .14

         Second Quarter                                    .42            .13

         Third Quarter                                     .13            .08

         Fourth Quarter                                    .11            .07


                                                          High            Low
                                                         -------        -------
Fiscal 2003:
         First Quarter                                     .60            .10

         Second Quarter                                    .28            .13

         Third Quarter                                     .17            .13

         Fourth Quarter                                    .24            .13

                                        8
<PAGE>

         The number of shareholders of record as of September 30, 2004 was 124.

         No securities were issued under any Equity Compensation Plans during
Fiscal 2004.

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) 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.

(2) 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(b) 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.

(3) 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.

(4) 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

                                        9
<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, 2004 and 2003

         Revenues decreased by $3,470,787 (51%) to $3,332,275 in the year ended
September 30, 2004 from $6,803,062 for the year ended September 30, 2003. The
decrease is attributable to a loss of two key customers and the emphasis on new
products in addition to a lack of funds available to buy substantial product in
the first three quarters. Sales in the last quarter were strong at high margins
including construction materials. The cost of sales in 2004 of $2,882,771 was
$3,470,152 (55%) lower than the 2003 cost of sales of $6,352,923. 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.

         Selling expenses increased $16,838 (14.4%) to $134,796 during 2004 to
3.9% of sales as compared to 1.7% of sales in 2003. The increase is due to the
large amount of travel costs incurred, mostly overseas, in trying to promote new
products and tap into new markets overseas.

         General and administrative costs decreased $76,608 (40%) to $112,979,
which equaled 3.4% of net sales in 2004 to $112,979 from $189,587 (2.8% of net
sales) in 2003 due to the reduction of accrued expenses no longer needed.
Depreciation and amortization increased $4,097 to $6,969 from $2,872 in 2003.
This increase is the result of a full year's depreciation on the April, 2003
building purchase.

         Provision for doubtful accounts decreased $1,931,827 from $2,073,875 in
2003 to $142,048 in 2004. The decrease was due primarily to the writeoff of two
large receivables in 2003 totaling more than $2 million. In 2004 there was a
small addition to the reserve based on certain old unpaid invoices.

         Interest expense remained steady at $4,911 as a consistent balance was
maintained on two credit lines used.

FINANCIAL CONDITION

September 30, 2004 compared to September 30, 2003

         Cash and cash equivalents at September 30, 2004 of $428,070 is $125,091
less than the cash and cash equivalents of $553,161 at September 30, 2003. This
decrease in cash is primarily due to the large decrease in sales, slower
payments by customers who are having their own difficulties in cash flow, at the
same time that the Company has made an effort to pay all vendors timely.
Additionally there was approximately $259,000 paid back to one shareholder who
had loaned money to the Company.

         Accounts receivable decreased $335,632 to $456,683 at September 30,
2004. The decrease is due to additional receivables mentioned above being
reserved for as well as the decrease in sales caused by the lack of available
funds to use in operations.

                                       10
<PAGE>

         Accounts payable decreased $202,756 to $268,027 at September 30, 2004
from $470,787 at September 30, 2003. 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 $24,553 to
$25,000 at September 30, 2004. Some accruals were determined to no longer be
needed.

         Notes payable to banks and related parties of $2,111,931 at September
30, 2004 was $253,088 more than the September 30, 2003 amount of $2,365,019.
This is the result of the partial repayment of the loan by one officer, director
and shareholder in 2004.

         Stockholders' equity increased by $58,272 to $(2,018,889) at September
30, 2004 from ($2,077,161) at September 30, 2003. The increase is due to the
$58,272 net income for the year ended September 30, 2004. There were no other
amounts that affected equity during the year.

         With the funds contributed to the Company through shareholder loans as
well as the upswing in sales in the fourth quarter, the Company feels that they
are in better shape for fiscal 2005 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 2004, 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 ($1,503,103) at September
30, 2004. 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 $820,907. 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, 2003
there was a working capital deficiency of $(1,568,344). The Company's primary
sources of working capital have been net proceeds from(i)the sales to customers
in the regular couse of business (ii)advances from related parties and(iii)the
$1,010,350 available from the sale of shares to ApS.

         Currently the Company's primary cash requirements include (i) the
funding of its inventory purchases for and receivables from sales of products
and (ii) ongoing selling, administrative and other operating expenses.
Management believes that the Company's cash liquidity position will also be
enhanced by the commencement of the new internet based portal business which
will enable the company to obtain a new line of customers and that its

                                       11
<PAGE>

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 2004.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, 2004 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, 2004

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

     Yury Greene          65         Chief Executive Officer, Treasurer,
                                     President, Director (Chairman)
     Herman Roth          56         Chief Financial Officer, Secretary,
                                     Director (Vice Chairman)
     Serge Pisman         41         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.

We have no separately designated standing audit committee. The entire board of
directors acts as the audit committee.

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, 2004 and prior
fiscal years, Messrs, Greene, Roth, and Pisman have not filed their initial
statements of beneficial interest (Forms 3) and have not filed required Forms 4
and 5 for fiscal year 2003.

Code of Ethics

         We have not yet adopted a Code of Ethics. The board of directors
expects to engage an attorney to prepare a Code of Ethics in the near future.

ITEM 10. Executive Compensation:

         In 2004 $15,000 in compensation was paid to the Company's chief
executive officer and president. The same amount was paid to this officer in
2003.*

* 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
August 31, 2005 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, 2004 of $677,681.

         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 warehouse space from its three
directors. In exchange, the directors received 2,200,000 shares or newly issued
Company common stock. The property had an appraised value of $400,000 in April
2003;accordingly the 80% interest was recorded as land and building at an amount
totaling $320,000.

         The agreement relating to the Company's purchase of the 80% undivided
interest in the property designated responsibility for payments in satisfaction
of the existing mortgage on the Brooklyn property by the three directors of the
Company. At September 30, 2004, the mortgage balance was approximately $72,000
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:  September 21, 2006
                               ----------------------------------

                                       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:  September 21, 2006
                               ----------------------------------

                        By:    /s/ HERMAN ROTH
                               ----------------------------------
                        Title: Secretary
                               ----------------------------------
                        Date:  September 21, 2006
                               ----------------------------------


                                       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, 2004 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the two years 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 audits.

         I conducted my audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
I plan and perform the audits 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
audits provide 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, 2004 and the
consolidated results of their operations and their cash flows for each of the
two years 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, 2004 includes bank lines of credit payable of $1,291,024. As
more fully described in Note 6 to the consolidated financial statements,
$1,220,617 of this total represents the disputed balance due to a certain bank
which the Company has not accrued interest on since October 2001. 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, 2004, the Company had negative stockholders'
equity of $2,018,889. 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
September 25, 1006

                                       F-1
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  SEPTEMBER 30,

                                     ASSETS

                                                                       2004
                                                                   ------------
Current assets:
  Cash and cash equivalents                                        $    428,170
  Accounts receivable, net                                              456,683
  Inventories                                                            36,145
  Prepaid expenses                                                       27,007
                                                                   ------------

     Total current assets                                               948,005
                                                                   ------------
Property and equipment, at cost -
 net of accumulated depreciation                                        312,193
                                                                   ------------

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                                                       $  1,442,569
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank lines of credit payable                                     $  1,291,024
  Unsecured notes payable, related parties                              820,907
  Accounts payable                                                      268,027
  Accrued expenses and other current liabilities:
   Related parties                                                       46,150
   Other                                                                 25,000
                                                                   ------------
     Total current liabilities                                        2,451,108
                                                                   ------------

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, 2004                                        8,731
  Additional paid-in-capital                                          5,775,240
  Deficit                                                            (7,802,860)
                                                                   ------------
     Total stockholders' equity                                      (2,018,889)
                                                                   ------------
Total liabilities and stockholders' equity                         $  1,442,569
                                                                   ============

See notes to financial statements.

                                       F-2
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED SEPTEMBER 30,


                                                     2004              2003
                                                 ------------      ------------
Net sales                                        $  3,332,275      $  6,803,062

Cost of goods sold                                  2,882,771         6,352,923
                                                 ------------      ------------

Gross profit                                          449,504           450,139
                                                 ------------      ------------
Operating expenses:
  Selling                                             134,696           117,858
  General and administrative expenses                 112,979           189,587
  Deprecation and amortization                          6,969             2,872
  Provision for doubtful accounts                     131,677         2,073,875
                                                 ------------      ------------

     Total operating expenses                         386,321         2,384,192
                                                 ------------      ------------

Income (loss) from operations                          63,183        (1,934,053)

Interest expense                                       (4,911)           (5,181)
                                                 ------------      ------------

Income (loss) before income taxes                      58,272        (1,939,234)

Income taxes                                               --                --
                                                 ------------      ------------
Net income (loss)                                $     58,272      $ (1,939,234)
                                                 ============      ============

Net income (loss) per common share               $       .007      $      (.309)
                                                 ============      ============
Weighted average number of shares outstanding       8,730,872         6,284,205
                                                 ============      ============

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, 2004 AND 2003


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

Net income for the year ended
September 30, 2004                                --            --            --         58,272
                                         -----------   -----------   -----------    -----------

Balance at September 30, 2004              8,730,872   $     8,731   $ 5,775,240    $(7,802,860)
                                         ===========   ===========   ===========    ===========

See notes to financial statements.
</TABLE>

                                       F-4
<PAGE>

             GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                                              2004            2003
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Cash flows from operating activities:
  Net income(loss)                                                        $     58,272    $ (1,939,234)
                                                                          ------------    ------------
  Adjustments to reconcile net income
   (loss) to net cash provided by(used in)operating activities:
      Depreciation and amortization                                              6,969           2,872
      Compensation attributed to shares issued for common stock                     --          22,050
      Provision for doubtful accounts                                          131,677       2,073,875
      Provision of Inventory Allowance                                              --          34,306
      Increase (decrease) in cash flows as a result of change in
       asset and liability account balances:
         Accounts receivable                                                   203,954      (1,166,766)
         Inventories                                                             3,169          52,000
         Other current asset                                                    (7,257)          4,150
         Accounts payable                                                     (202,760)       (104,222)
         Accrued expenses and other current liabilities:
           Related parties                                                     (41,375)        (25,100)
           Other                                                               (24,552)         (2,180)
                                                                          ------------    ------------

            Total adjustments                                                   69,825         882,685
                                                                          ------------    ------------
  Net cash provided by (used in)operating activities                           128,097      (1,056,549)
                                                                          ------------    ------------
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 from(repayment of) bank lines of credit payable                   6,007           2,246
  Net proceeds from(repayment of) notes payable, related parties              (259,095)        319,800
  Issuance of 2,000,000 shares common stock for cash                                --       1,010,350
                                                                          ------------    ------------

  Net cash provided(used) by financing activities                             (253,088)      1,332,396
                                                                          ------------    ------------

Net increase(decrease) in cash and cash equivalents                           (124,991)        275,847

Cash and cash equivalents at beginning of year                                 553,161         277,314
                                                                          ------------    ------------

Cash and cash equivalents at end of year                                  $    428,170    $    553,161
                                                                          ============    ============

See notes to financial statements.
</TABLE>

                                       F-5
<PAGE>
<TABLE>
<CAPTION>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
                             CONSOLIDATED CASH FLOWS
                                   (continued)

                        FOR THE YEARS ENDED SEPTEMBER 30,

                                                                              2004            2003
                                                                          ------------    ------------
<S>                                                                      <C>              <C>
Supplemental disclosures of cash flows information:
  Interest paid                                                           $      4,911    $      5,181
  Taxes paid                                                                     1,357              --

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

See notes to financial statements.
</TABLE>

                                       F-6
<PAGE>

             GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003

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
     intended 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 was approximately $8,879,000. GCS intended to finance
     the cost of the project by a combination of capital contributions from the
     Company(estimated at approximately $4,000,000) and loans 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
     was to be $4,000,000. On December 5, 2003 the Company (the sponsor) filed
     an application for financing of the GCS cold storage facility with OPIC. On
     August 31, 2004 the Company and GCS executed a loan agreement with OPIC
     which, subject to satisfaction of certain conditions by June 15, 2005 (such
     as attainment of $4,000,000 capital in GCS, site approval, and receipt of
     documents acceptable to OPIC), provided for construction loans totaling
     $4,879,000. On June 15, 2005 the loan commitment expired as GCS had not
     satisfied all conditions precedent to closing. The Company and GCS are
     presently seeking other financing sources.

     The Company has also developed 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. 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.

                                       F-7
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003


2.   Summary of significant accounting policies:

     Principles of consolidation:

     The accompanying consolidated financial statements as of September 30, 2004
     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, 2004 AND 2003


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 $2,534,212 and $2,442,532 at September
     30, 2004 and 2003, respectively.

     Inventories:

     Inventories, consisting principally of finished goods, are valued at the
     lower of cost (first-in, first-out method) or market. Almost all purchases
     of product are for a specific sale to a customer. Therefore there is
     minimal inventory on hand at any point in time.

     Property and equipment:

     The building 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. 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 is
     done by estimating discounted future cash flows and the projected
     profitability of the auto parts business it relates to. At September 30,
     2004 the amount of goodwill recorded appears reasonable and will
     continually be analyzed.

     Related Party Transactions:

     Related party transactions are listed separately on the financial
     statements and discussed in detail in Note 5.

                                       F-9
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003

     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, 2004 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.

     Dividend restriction:

     Pursuant to agreements relating to the Company's bank lines of credit, the
     Company is restricted from declaring or paying any dividends while the
     related loans are outstanding.

     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, 2004, the Company had negative stockholders' equity of
     $2,018,889. These factors create substantial doubt about the Company's
     ability to continue as a going concern. To improve its financial condition,
     the Company is exploring sources of new financing, including the
     acquisition of a business in a "reverse acquisition" transaction using
     newly issued Company common stock. However, there is no assurance that the
     Company will be successful in finding new financing.The financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty.

                                      F-10
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003


3.   Accounts receivable-net:

     At September 30, 2004, accounts receivable-net consists of:

     GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

        Customer in Russia                                         $  1,027,678
        Customer in Russia                                              944,859
        All other customers                                           1,018,358
                                                                   ------------
        Total                                                         2,990,895

        Less allowance for doubtful accounts                          2,534,212
                                                                   ------------
        Net                                                        $    456,683
                                                                   ------------

     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.) During the year ended
     September 30, 2004 the Company recorded a provision for doubtful accounts
     of $131,677 which increased the allowance for doubtful accounts.

4.   Property and equipment:

     At September 30, 2004, property and equipment consists of:

                                                                       2004
                                                                   ------------
        80% interest in title to Brooklyn, New York property
        (see notes 5 and 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                                  136,108
                                                                   ------------

        Net                                                        $    312,193
                                                                   ============

                                      F-11
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003


4.   Property assets: (continued)

     Depreciation expense charged to operations for the years ended September
     30, 2004 and 2003 amounted to $6,969 and $2,872, respectively.

5.   Related party transactions:

     Unsecured notes payable:

     At September 30, 2004 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                                                    677,681
                                                                   ------------
           Subtotal                                                     802,681
                                                                   ------------
       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)                             18,226
                                                                   ------------
       Total                                                       $    820,907

     Accrued expenses and other current liabilities:

     At September 30, 2004 accrued expenses and other current
     liabilities, related parties consist of:

     Accrued interest payable on unsecured notes payable:

     $125,000 note payable                                         $     38,400
     $ 18,226 note payable                                                7,750
                                                                   ------------
     Total                                                         $     46,150
                                                                   ============


                                      F-12
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003


5.   Related party transactions: (continued)

     Rent payable:

     GBIR and SIL pay rent for warehouse space in Brooklyn, New York from an
     entity owned by the Company's three directors. The Brooklyn property where
     the warehouse space is located was owned 100% by the three directors to
     April, 2003(see note 9) and subsequently owned 80% by the Company and 20%
     by the three directors. Rent charged to operations for the Brooklyn
     warehouse space for the years ended September 30,2004 and 2003 was $23,521
     and $18,452 respectively. At September 30, 2004, security rent deposits
     includes $3,000 held for the Company's account by the 20% owners.

     The agreement relating to the Company's purchase of the 80% undivided
     interest in the property designated responsibility for payments in
     satisfaction of the existing mortgage on the Brooklyn property to the three
     directors of the Company. At September 30, 2004, the mortgage balance was
     approximately $72,000 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 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. The term of the
     current arrangement between the Company and the directors regarding rental
     income and expenses is month to month.

6.   Bank lines of credit payable:

     At September 30, 2004, bank lines of credit payable consists of:

        Acceptances payable to bank                                $  1,220,617
        Two bank loans payable under lines of credit                     70,407
                                                                   ------------
        Total                                                      $  1,291,024
                                                                   ============

     The $1,220,617 acceptances payable to bank bears interest at 12% per annum.
     The loan was collateralized by a first lien on all corporate assets not
     previously pledged or collateralized. Due to disputes relating to the line
     of credit and financial difficulties, the Company ceased making payments to
     the bank in October, 2001. In 2002, the bank's UCC filings lapsed and were
     not renewed by the bank. To date, the bank has taken no measures to collect
     the $1,220,617 balance due at September 30, 2001(and approximately $494,000
     in accrued interest from October 1, 2001 to September 30, 2004) 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 this matter will be
     resolved at a cost of less than the $1,220,617 balance due at September 30,
     2001, no interest expense has been accrued since October, 2001.

                                      F-13
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          SEPTEMBER 30, 2004 AND 20023

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,
     2004 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, 2004.

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:

                                                      2004             2003
                                                  ------------     ------------

        Income (loss) before income taxes         $     58,272     $ (1,939,234)
                                                  ------------     ------------
        Computed Federal income tax at 34%              19,812         (659,340)
        Computed state and local income taxes
         net of federal tax benefit                      5,827         (193,923)
        Valuation allowance                            (25,639)         853,263
                                                  ------------     ------------

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

            Net income (loss)                     $     58,272     $ (1,939,234)
                                                  ============     ============

     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
     $2,582,939 attributable to the future utilization of $5,870,316 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, 2004. 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; $245,277 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, 2004 AND 2003

9.   Common stock:

     (a) 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 and $15,000 was
         recorded as an expense in fiscal year 2004.

     (b) 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.

     (c) Purchase of real estate for stock:

         As discussed in Note 5, the Company purchased an 80% undivided interest
         in the title to real property in Brooklyn, New York from its three
         directors in April, 2003. In exchange, the directors received 2,200,000
         shares of newly issued Company common stock. The property had an
         appraised value of $400,000 in April, 2003;accordingly, the 80%
         interest was recorded as land and building at an amount totaling
         $320,000.

                                      F-15
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003

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 and
     Ukraine. 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,
                                                  ----------------------------
                                                      2004            2003
                                                  ------------    ------------
     Net sales:
        Food products and other materials         $      2,784     $      6,222
        Auto parts and clothing                            548              581
                                                  ------------     ------------
                                                  $      3,332     $      6,803
                                                  ============     ============
     Income(loss) from operations:
        Food products and other materials         $         94     $     (1,920)
        Auto parts and clothing                            (31)             (14)
                                                  ------------     ------------
                                                  $         63     $     (1,934)
                                                  ============     ============
     Depreciation and amortization:
        Food products and other materials         $          7     $          3
        Auto parts and clothing                             --               --
                                                  ------------     ------------
                                                  $          7     $          3
                                                  ============     ============
     Capital expenditures:
        Food products and other materials         $         --     $         --
        Auto parts and clothing                             --               --
                                                  ------------     ------------
                                                            --               --
                                                  ============     ============
     Identifiable assets:
        Food products and other materials         $      1,290     $      1,720
        Auto parts and clothing                            153              186
                                                  ------------     ------------
                                                  $      1,443     $      1,906
                                                  ============     ============

     The food products and other materials segment had ten (10) customers in
     2004. One customer accounted for 40% of this segment's net sales for fiscal
     2004. Another customer accounted for 36% of this segment's net sales for
     fiscal 2004.

     The auto parts and clothing segment had eleven(11) customers in 2004. One
     customer accounted for 73% and 78% of net sales for the years ended
     September 30, 2004 and 2003, respectively.

                                      F-16
<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 AND 2003

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, 2004 and 2003, which includes rent expense for the
     Brooklyn property, was $62,010 and $67,568 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, 2004 are as follows:

                Years Ended
                September 30,                   Amount
                -------------                ------------
                    2005                     $     37,920
                    2006                           18,960
                                             ------------
                    Total                    $     56,880
                                             ============


                                      F-17