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

                                   FORM 10-KSB

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

                  For the fiscal year ended September 30, 1998

                         Commission file number 0-24709

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

           Nevada                                         #88-0203697
-------------------------------                        ----------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

   Two World Trade Center, Suite 2400, New York, N.Y.          10048
   --------------------------------------------------        ----------
       (Address of principal executive offices)              (Zip Code)

                                 (212) 839-8000
                                 --------------
                (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 such
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 |_|      No   |X|

     Check  if  disclosure  of  delinquent  filers  in  response  to 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  definative  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     Issuer's  revenues  for its  fiscal  year  ended  September  30,  1998 were
$19,658,000.

     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. $925,140 as of May 31, 1999.

     The number of shares outstanding of the issuer's common stock as of May 31,
1999 was 7,771,616 shares.

<PAGE>

                       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.

     The Company was incorporated on October 24, 1984 under the name Ross Custom
Electronics ("Ross") and was originally engaged in the electronics  business. On
May 6, 1995, Globus Food Systems  International Corp., a privately held Delaware
corporation engaged in the business of exporting food supplies,  was merged into
Ross.  Ross  subsequently  changed its  corporate  name to Globus  Food  Systems
International Corp. On October 18, 1996, Globus Food Systems International Corp.
changed its corporate name to Globus International Resources Corp. ("Globus" or,
the  "Company")  to reflect a broadening  of its  exporting  business to include
non-food related products and services.  In September 1996, the Company formed a
New York corporation,  Globus Food Systems International Corp. ("Globus Foods"),
a wholly owned subsidiary, which conducts its food exporting business.

     On December 11, 1996 the Company acquired,  from Messrs. Serge Pisman, Yury
Greene and Herman Roth, the Company's principal shareholders, and others, all of
the  issued  and  outstanding  capital  stock  of  Shuttle  International,  Inc.
("Shuttle"),  in exchange for 2,500,000  shares of the  Company's  common stock.
Shuttle is engaged in the business of exporting non-food  products,  principally
auto parts and western clothing and accessories.

     The  Company's  principal  place of  business is located at Two World Trade
Center,  Suite 2400, New York, NY 10048. The Company is engaged,  through Globus
Foods,  in the  marketing  and  exporting of foods from the United  States,  and
certain European countries,  primarily to Russia and former USSR republics (also
referred to as the  Commonwealth of Independent  States  ("CIS"),  for resale to
supermarkets  and  restaurants.  The Company has also arranged for the export of
acrylic auto paint to Russia.

     The  Company  is a full  service  distributor  exporting  a variety of food
products from selected quality  manufacturers in the United States and Europe to
the Russian and Eastern European  marketplace  through Globus Foods.  Certain of
these manufacturers sell their products in these territories exclusively through
Globus Foods. The Company sells dairy and meat products, seafood, instant soups,
deli products and some other grocery  items.  Russian  warehouse  facilities for
food products are generally inadequate and the Company plans to improve existing
facilities  and develop new  warehouses in Russia in order to provide  consumers
with broad access to American and European food products.

     Meats, sausages and deli products comprise approximately eighty-six percent
(86%) of all of the Company's food items.  Dairy products and seafood constitute
approximately six percent (6%) and five percent (5%) respectively. The remaining
three percent (3%) include  instant soups and various other grocery  items.  The
shipment of these food  products  generally  increase in October,  November  and
February due to the observance of traditional  national and religious  holidays,
although there can be no assurance.


                                       1
<PAGE>

     In October  1996,  the Company  commenced  export to Russia of acrylic auto
paint.  In connection  therewith,  the Company  entered into an agreement in May
1996 with Fruit Impex S.A., a Panamanian  corporation,  to acquire  acrylic auto
paint valued at $2,819,400 in exchange for 56,389 shares of the Company's common
stock (adjusted for the Company's  reverse stock split).  The shares are subject
to a three year  escrow and  voting  rights  agreement  wherein  the  Company is
entitled to all voting rights. The Company, at its option, during the three year
escrow term may repurchase all or a portion of the shares for $75.00 per share.

     On September 12, 1997, the Company  entered into a letter of  understanding
with Globe Meat Technology Ltd. ("GMT Denmark"), a Danish corporation, and Globe
Meat Technology Poland S.A. ("GMT Poland"), a Polish corporation.  The letter of
understanding  contemplates  the entry by the parties  into a  commercial  trade
agreement whereby the Company would export pork products to Russia and other CIS
countries.  Pursuant to such an agreement,  the Company,  with the assistance of
GMT Poland,  would open a $2,000,000 revolving line of credit in its own name at
a Polish bank.  The Company would purchase pigs from Polish farmers for delivery
to GMT Poland.  GMT Poland  would then  slaughter  the pigs and process the meat
according to the Company's  specifications,  based upon the market for such meat
products in Russia and other CIS countries.  At the end of one year, the Company
will have an option either to receive 30% of the net profits of GMT Poland or to
purchase a 30% equity interest in GMT Poland at a purchase price of $2,000,000.

     GMT Denmark is a Danish  company  which  develops  meat  processing  plants
(based  on  Danish  technology  and  know-how),   globally,  to  promote  Danish
technology  and meat products for export.  Although  Russia and other CIS states
ceased  the  regulation  of  prices in 1992,  Russia  reinstated  certain  price
regulations  in 1995.  From time to time, the federal  government of Russia,  as
well as certain regional authorities,  place direct price limitations on certain
products and subsidize  products in order to maintain  certain price levels.  In
some cases, these governments place restrictions on profits which can be derived
from sales of food products.  Although there can be no assurance, Russia and the
other CIS  states  frequently  experience  shortages  of grain  and  other  food
products.  Such shortages may result in higher prices and in greater reliance on
foreign food producers and distributors, such as the Company.

SHUTTLE INTERNATIONAL, LTD.

     On  December  11,  1996,  the  Company  acquired  all  of  the  issued  and
outstanding shares of capital stock of Shuttle International,  Ltd. ("Shuttle").
Shuttle is engaged in the distribution and exportation of non-food products such
as auto parts and clothing, primarily to Russia and the CIS states. Distribution
and  exportation of non-food  products are generally made in the same geographic
areas involved with the Company's food business.

     Shuttle   supplies  auto  parts  and  accessories  to  large   wholesalers,
auto-service  repair shops and automotive  parts stores.  These repair shops and
stores service  exclusively  automotive needs for automobiles not made in Russia
or the CIS. Shuttle ships to its large wholesaler  customers container loads, on
a weekly basis,  by air as well as sea.  Shuttle has  established  relationships
with large U.S. wholesalers and manufacturers, as well as local dealers.


                                       2
<PAGE>

     Shuttle is an  exclusive  supplier  of  American  western  clothing  to the
"Texas" chain of Western wear clothing and apparel stores in Moscow, Russia. The
Company  supplies  jeans,  shirts,  outerwear,  hats,  belts,  boots,  etc. from
American manufacturers to Russian retailers and wholesalers.

     Shuttle  also  has an  International  Seminars  Department  which  provides
directors  and  management  of large and medium sized  Russian  companies,  with
western banking,  financial  systems and accounting  seminars at the World Trade
Center Institute in New York City.

     Shuttle,  in cooperation  with the Canadian  modular  housing  manufacturer
"Modulex",  has built modern cottages in an exclusive Moscow suburb.  All houses
were pre-built in Canada and shipped in sea containers.

     The activities of the Seminar  Department and modular  housing venture have
been discontinued.

     The  Company's  food and non-food  distribution  and  exporting  businesses
contribute approximately  eighty-five percent (85%) and fifteen percent (15%) of
gross revenues, respectively, during fiscal 1998.

ITEM 2. Description of Property.

     The Company,  pursuant to a five-year  agreement with the Port Authority of
New York and New Jersey,  leases approximately 2,840 square feet of space for an
administrative,  clerical and executive office for the Company's export business
at 2 World Trade Center,  Suite #2400, New York, NY 10047. The term of the lease
commenced on February 15,  1996.  Annual rent  payments are $62,484 in years one
and two, $68,160 in year three,  $76,680 in year four, and $82,368 in year five.
Under the terms of the Agreement,  the Port Authority has the right to terminate
this Agreement without cause, subject to certain conditions,  at any time on one
hundred  eighty (180) days' notice to the Company.  The Company also has a lease
with 1616 Mermaid  Associates for a five year term which commenced on January 1,
1995 for approximately 1,000 square feet at 1616 Mermaid Avenue,  Brooklyn,  New
York 11224. The annual rent is $12,000.  The Company has an option to renew this
lease for an additional five year term with annual rent increased by 9%.

     Shuttle,  pursuant  to a  five  year  lease  agreement  with  1616  Mermaid
Associates,  leases  approximately  1,000  square  feet of space for its  export
business at 1616 Mermaid Avenue, Brooklyn, New York 11224. The term of the lease
commenced on March 1, 1994. The annual rent is $18,000.

     1616 Mermaid Associates is owned by Messrs.  Serge Pisman,  Herman Roth and
Yury Greene, the Company's President, Secretary and Treasurer, respectively.

ITEM 3. Legal Proceedings.

     None.

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


                                       3
<PAGE>

     No matters were submitted to a vote of the  shareholders  during the fourth
quarter of fiscal 1998.

                                     PART II

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

     The  Company's  Common  Stock  trades  under the  symbol  "GIRC" on the OTC
Bulletin Board. The market for the Company's  Common Stock is limited,  sporadic
and highly volatile.  The following table sets forth the high and low bid prices
per share of the Company's Common Stock since September 1995, as reported by the
OTC Bulletin Board.  These prices reflect  inter-dealer  prices,  without retail
mark-ups,  mark-downs or commissions,  and may not necessarily  represent actual
transactions.

                                                High           Low
                                                ----           ---

Fiscal 1998

     First Quarter                             1.625          1.00

     Second Quarter                            1.625          0.625

     Third Quarter                             0.75           0.3125

     Fourth Quarter                            0.39           0.11

     The number of shareholders of record as of December 31, 1998 was 76.

     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.

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.

General

     The Company was  incorporated  in October  1984 as Ross Custom  Electronics
("Ross"). Ross was


                                       4
<PAGE>

engaged in the electronics  business.  During fiscal 1993, 1994 and through June
1995,  Ross had  virtually no  operations.  On March 15, 1995,  Ross merged with
Globus Food Systems  International Corp. which was accounted for as a pooling of
interests.  On  October  18,  1996,  the  Company  changed  its  name to  Globus
International  Resources Corp.  ("Globus").  Globus,  in August 1995,  commenced
operations  by  acquiring  food and paint  products  from  domestic and European
suppliers and selling those  products to  wholesalers in Russia and other former
U.S.S.R.  countries (also referred to as the Commonwealth of Independent  States
("CIS")).

     On  December  11,  1996,  the  Company  acquired  all  of  the  issued  and
outstanding capital stock of Shuttle  International,  Ltd.  ("Shuttle") of which
90% was accounted for in a transaction similar to a pooling of interests and the
remaining 10% minority  interest was accounted as a purchase  acquisition with a
recognition of goodwill of $137,000.  Shuttle is engaged in the distribution and
exportation  of non-food  products such as auto parts and clothing  primarily to
Russia and the CIS states or, generally, the same geographic areas involved with
the Company's  food business.  Shuttle  previously  maintained an  International
Seminars  Department which provided directors and management of large and medium
sized Russian  companies with western banking,  financial systems and accounting
seminars  at the World  Trade  Center  Institute  in New York  City.  Previously
Shuttle, in cooperation with a Canadian modular housing manufacturer,  had built
modern  cottages in an  exclusive  Moscow  suburb.  All houses were  prebuilt in
Canada and shipped in sea  containers.  Both the  seminar  and  housing  venture
operations have been discontinued.

     The  revenues  and expenses of the Company from October 1, 1993 to June 30,
1995 were generated solely by Shuttle.  Globus commenced  acquiring inventory in
May 1996 and sales commenced in August 1996.

RESULTS OF OPERATIONS

Comparison of the Year Ended September 30, 1998 to 1997

     Revenues increased  $4,269,000 (27.7%) in the year ended September 30, 1998
to  $19,658,000  from  $15,389,000  for the year ended  September 30, 1997.  The
increase  is  attributable  to an  increase  in the  food  products  segment  of
$5,089,000  (39%) coupled with a decrease sale of auto paint products to Russian
customers,  down  $1,809,000.  Sales of clothing and other auto parts  increased
$256,000.  The cost of sales in 1998 of $19,196,000 was $5,184,000  (37%) higher
than the 1997 cost of sales of  $14,013,000.  A  significant  reason for the low
gross margin was the writedown of $500,000 of paint inventories at September 30,
1998. The actual margins or sales of food products, auto parts and clothing were
similar to the prior  year,  however the cost of sales also  reflects  the above
mentioned writedown.

     Selling expenses  increased  $170,000 (40%) during 1998 to $600,000 or 3.1%
of sales as compared to $429,000 or 8% of sales in 1997.  The increase is due to
the variable expenses resulting from the increased sales volume.

     General and  administrative  costs increased  $155,000 (30%) to 3.9% of net
sales in 1998 from


                                       5
<PAGE>

$594,000  (4.0% of net sales) in 1997.  This  increase  arises  from  additional
personnel costs in fiscal 1998.  Depreciation and amortization increased $60,000
(55%) to $170,000 (.8% of sales) from $110,000 (.7% of sales) in 1997,  which is
the result of  additional  amortization  of  goodwill  and  deferred  consulting
contracts in 1998 as well as the addition of $47,000 of fixed assets.

     Interest  income  remained  relatively  constant in both  periods,  whereas
interest  expense  increased  $348,000  to  $345,000  in 1998,  due to the large
increase in lines of credit used to purchase from vendors.

     The  1998 net loss of  $1,748,000  is a  decrease  from the net  income  of
$129,000  in 1997 is the result of the  foregoing  above,  mainly  caused by the
collapse of the Russian  economy in the latter part of 1998. The decrease in the
tax provision is directly related to the net loss.

Comparison of the Year Ended September 30, 1997 and 1996

     Revenues increased  $5,401,000 (54.1%) in the year ended September 30, 1997
to  $15,389,000  from  $9,988,000  for the year ended  September  30, 1996.  The
increase is  attributable  to (i) an increase  in the food  products  segment of
$3,368,000  (34.7%) to $13,077,000 in 1996,  (ii) the sales of clothing and auto
paint  products to Russian  customers,  which  commenced  in October,  1996,  of
$791,000 and $1,009,000, respectively, and (iii) an increase in other automotive
parts sales of $234,000  (83.9%) in 1996 to $513,000 in the current period.  The
cost of sales in 1997 of $14,013,000 was $4,620,000 (49.2%) higher than the 1996
cost of sales of $9,393,000  which  resulted in an improved gross margin of 8.9%
in 1997 as compared to 6.0% in 1996.  The  improved  margins  resulted  from the
apparel sales and improved margins of food products. These improved margins were
offset by reduced margins in the Company's sales of auto accessories items.

     Selling expenses increased $200,000 (87.3%) during 1997 to $429,000 or 2.8%
of sales as compared to $229,000 or 2.3% of sales in 1996.  This increase  which
is evenly split  between the food  products  segment and the other  segment,  is
attributable  to an increase in fixed costs in 1997 of personnel  and  occupancy
expenses  resulting  from the  operating  of the  Company's  World Trade  Center
office,  plus an  increase  in  variable  selling  expenses  resulting  from the
increased sales volume.

     General and administrative  costs increased $152,000 (36.1%) to 4.0% of net
sales in 1997 from  $449,000  (4.5% of net  sales).  This  increase  arises from
additional  personnel  costs of which  $137,000  is to the  Company's  officers.
Depreciation  and amortization  increased  $96,000 (685.7%) to $110,000 (0.7% of
sales)  from  $14,000  (0.1% of  sales) in 1996.  This  increase  resulted  from
amortization of goodwill and deferred consulting contracts in 1997.

     Interest  income  remained  relatively  constant in both  periods,  whereas
interest  expense  decreased  $5,000 (15.6%) to $27,000 in 1997 primarily due to
the reduction in long-term debt.

     The increase in the provision  for taxes in the current  period of $111,000
(or 0.8% of sales) to $118,000  from a provision of $7,000 in 1996 is the result
of increased income.

     Net  income  increased  $230,000  from a net  loss of  $101,000  in 1996 to
$129,000 in 1997 as a


                                       6
<PAGE>

result of foregoing.

Comparison of the Year Ended September 30, 1996 and 1995

     Net sales  increased  $7,668,000  (330.5%) to  $9,988,000 in fiscal 1996 as
compared to $2,320,000 in net sales in fiscal 1995. This increase is a mix of an
increase in food sales of $8,374,000  and a reduction in automotive  accessories
sales of $706,000 from fiscal 1995 levels.  This variant in product sales mix is
the reason the cost of sales  increased 4.8% to 84.0% of sales  ($9,393,000)  in
fiscal 1996 from 89.2% of net sales  ($2,069,000) in fiscal 1995.  Historically,
export  sales of food  products are more  competitive  and realize a lower gross
margin than the sale of automotive accessories.

     Selling  expenses  increased  $145,000  (170.6%) to $230,000 in fiscal 1996
from $85,000 in fiscal 1995.  As a percent of sales they  decreased  from3.7% in
1995 to 2.3% in 1996. The $145,000 increase is attributable to the payroll costs
of increased  personnel  and the opening in February  1996 of the  Company's new
sales, administrative and executive offices in New York City.

     General and  administrative  costs increased  $195,000  (66.3%) to $449,000
(6.3% of sales) in fiscal;  1996 from $294,000  (12.7% of sales) in fiscal 1995.
The higher costs attained in 1996 are largely  attributable to the incurrence of
$128,000 in professional  and consulting fees in the last quarter of fiscal 1996
as well as increased  administrative  costs  associated  with the  Company's new
headquarters and increased sales volume.

     In fiscal 1996, the Company had interest income of $12,000 (net of interest
expenses of $32,000) as  compared  to net  interest  expense of $21,000  (net of
$4,000 in interest  income) in 1995.  The  increase  in  interest  income is the
result of investing  cash  generated  from  operations in interest  bearing cash
equivalents.

     The provision for income taxes of $7,000 in 1996  resulted  primarily  from
the  non-deductibility  of $236,000 of the above mentioned consulting fees while
the $48,000 tax benefit  reflected in fiscal 1995 arises from the loss  incurred
in that period.

     The net loss for both fiscal 1996 and 1995 was $101,000.


                                       7
<PAGE>

                               FINANCIAL CONDITION

September 30, 1998 Compared to September 30, 1997

     Cash and cash  equivalents  at  September  30, 1998 of $132,000 is $386,000
less than the cash and cash  equivalents of $518,000 in September 30, 1997. This
decrease in cash is primarily the result of a weak Russian economy in the latter
part of fiscal 1998, which in turn affected both the sales and the timeliness of
accounts receivable collections.

     Accounts receivable increased $768,000 (28%) to $3,489,000 at September 30,
1998 while sales for 1998 increased $4,269,00 (27.7%).  The increase in accounts
receivable is not only  attributable  to the increased  sales volume but also to
the  extension of credit terms for sales and a reduction in the  requirement  of
cash prepayals prior to shipment. The Company's inventory level at September 30,
1998 was $421,000 less than the $2,004,000 level at September 30, 1997 primarily
because of a $604,000 reduction in the automotive paint inventory.

     The Company  expended  $47,000 to acquire  property  assets in fiscal 1998,
primarily two trucks and some computers.

     Accounts  and  acceptances   payable  decreased  $993,000  to  $446,000  at
September 30, 1998 from  $1,439,000  at September  30, 1997,  due to the lack of
sales and related  purchase volume in the latter part of fiscal 1998 and the use
of bank lines of credit to pay vendors quicker than in the past.

     Accrued  expenses  and other  current  liabilities  increased  $292,000  to
$541,000 at September 30, 1998  primarily due to offices  salaries  unable to be
paid in fiscal 1998 to $89,000, professional fees payable of $77,000 a TDA grant
for a study to be done on warehouse  feasibility in Poland,  and interest due on
the increased outstanding lines of credit.

     The income tax liability is only $4,000 which  represents  minimum taxes to
various  states and New York City.  This is due to the loss  incurred  in fiscal
1998.

     Notes  payable to banks and related  parties of $2,168,000 at September 30,
1998 was $1,950,000 more than the September 30, 1997 amount of $218,000. This is
the result of the poor  financial  results in fiscal 1998 and the  related  slow
collection from customers.  The Company  utilized lines of credit to pay vendors
for purchases, in turn raising amounts owed on debt.

     Stockholders  equity  decreased  $1,141,000  to $3,008,000 at September 30,
1998 from  $4,149,000 at September 30, 1997. The decrease  arises from the large
loss incurred in fiscal 1998,  offset  slightly by the  conversion of a $500,000
convertible note into shares during the year.

September 30, 1997 Compared to September 30, 1996

     Cash and cash  equivalents  at  September  30, 1997 of $518,000 is $178,000
more than the cash and cash  equivalents of $340,000 in September 30, 1996. This
increase in cash is primarily the result of cash generated from the reduction in
restricted cash of $268,000. Restricted cash is held


                                       8
<PAGE>

by a bank as collateral for outstanding acceptances payable.

     Accounts  receivable   increased   $2,401,000  (750.3%)  to  $2,721,000  at
September  30,  1997 while  sales for 1997  increased  $5,401,000  (54.1%).  The
increase in accounts  receivable is not only attributable to the increased sales
volume but also to the  extension  of credit  terms for sales and a reduction in
the  requirement of cash prepayals  prior to shipment.  The Company's  inventory
level at  September  30, 1997 was  $885,000  less than the  $2,889,000  level at
September 30, 1996 primarily  because of a $818,000  reduction in the automotive
paint inventory, of which $500,000 is a reserve for loss on disposition.

     The Company  expended $3,000 to acquire  property assets in fiscal 1997 and
expensed $50,000 in professional  fees in 1997 in connection with the successful
sale of the $500,000 (10%) Convertible Note in November 1997. The Company issued
25,000 shares on its Common Stock, in the aggregate, in payment for indebtedness
for services rendered and consulting services to be rendered.

     Accounts  and  acceptances  payable  increased  $272,000 to  $1,440,000  at
September 30, 1997 from $1,168,000 at September 30, 1996.

     Accrued  expenses  and other  current  liabilities  increased  $118,000  to
$249,000  at  September  30,  1997  primarily  as a  result  of an  increase  in
professional  fees  payable of $75,000 and an increase in salaries  and interest
payable to related parties of $32,000.

     The income tax liability of $91,000 (net of $52,000  deferred tax asset) at
September 30, 1997 is $110,000 higher than the $22,000  deferred tax assets (net
of $14,000  current  liability).  The  increased  obligation  is a result of the
provision for taxes based upon the income for the year ended September 30, 1997.

     Notes  payable to banks and related  parties of $218,000 at  September  30,
1997 was $211,000 less than the  September 30, 1996 amount of $429,000.  This is
the result of the repayment of long-term debt and related party debt of $242,000
and the use of two bank lines of credit of $31,000 at September  30,  1997.  The
Company  satisfied  obligations for services  rendered  aggregating  $144,000 at
September 30, 1996 by the issuance of 325,000 shares of its Common Stock.

     Stockholders'  equity  increased  $1,230,000 to $4,149,000 at September 30,
1997 from  $2,919,000  at  September  30,  1996.  The  increase  arises from the
issuance of the Company's common stock for services, cash and Shuttle's minority
interest aggregating $1,101,000 during the period and the net income of $129,000
earned during the period.

September 30, 1996 Compared to September 30, 1995

     Unrestricted  cash and cash equivalents  increased $76,000 from $264,000 at
September  30, 1995 to  $340,000  at  September  30,  1996 and  restricted  cash
increased $206,000 to $1,136,000 at September 30, 1998. The increase in cash and
cash equivalents  primarily is the results of the net proceeds from loans to the
Company  from its  stockholders  and other  related  parties of $210,000 and the
non-cash  charge of $128,000 to operations in the fourth  quarter of fiscal 1996
from the issuance


                                       9
<PAGE>

of shares of the  Company's  common stock in December  1996 at their fair market
value for  services  rendered by counsel and  consultants.  These  professionals
valued their services at $44,000.

     Accounts  receivable  decreased  $162,000 to $320,000 at September 30, 1995
from  $482,000 at September  30, 1995 because of the  Company's  expanded use of
obtaining  advance  payments  from  customers for sales prior to shipment of the
products.

     Inventories  increased  $2,869,000  from $20,000 at  September  30, 1995 to
$2,889,000 at September 30, 1996. This increase resulted from the acquisition of
$2,819,000  of  automotive  paint  products for 56,389  shares of the  Company's
common stock in May 1996. The Company commenced selling these products in fiscal
1997.  In fiscal  1996,  the Company  used  $52,000 of cash to acquire  property
assets and for deposits on its leaseholds.

     Accounts  and  acceptances  payable,  accrued  expenses  and other  current
liabilities  aggregated  $1,299,000  at September 30, 1996 which is $57,000 less
than these  liabilities  aggregated  at  September  30, 1995.  The  reduction is
largely  due to the  payment  of  accrued  salaries  and  rent to the  Company's
officers and entities affiliated with the officers.

     The  deferred  income tax asset (net of  currently  payable  income  taxes)
decreased from $39,000 at September 30, 1995 to $22,000 at September 30, 1996 as
a result of the  reversal of timing  differences  between the  deductibility  of
expenses for income tax and financial reporting purposes.

     Notes  payable  aggregated  $386,000 at September 30, 1995 of which $11,000
was to  related  parties  which  was  paid in  fiscal  1996 and  $375,000  is an
installment note payable to a bank. The installments due and paid in fiscal 1996
were  $167,000  resulting in the  liability to the bank of $208,000 at September
30, 1996. During fiscal 1996, the Company's officers and/or entities  affiliated
with the officers loaned the Company $220,000 for working capital  requirements.
Such notes were outstanding at September 30, 1996.

     At September 30, 1996,  the Company had  recognized a liability of $128,000
for services rendered by professionals and consultants during fiscal 1996. These
obligations  were  satisfied by the issuance of shares of the  Company's  common
stock in December 1996.

     Stockholders'  equity  increased  $2,864,000 to $2,918,000 at September 30,
1996.  The increase  arises from the issuance of shares of the Company's  common
stock  for  cash of  $147,000  and  inventory  of  $2,819,000  less the net loss
incurred in fiscal 1996 of $101,000.

Liquidity and Capital Resources

     The Company's working capital at September 30, 1998 and 1997 was $2,682,000
and $3,714,000,  respectively.  The Company's primary sources of working capital
have been (i) the proceeds from its bank lines of credit,  the Convertible Note,
the working  capital term loan,  related party loans and advances,  and (ii) the
issuance of its  securities  for cash, as payments for services  rendered and as
payment for  inventory.  The Company in 1997 issued 870,000 shares of its common
stock to 29 investors for an aggregate of $522,000 (before costs associated with
the  offering).  Prior


                                       10
<PAGE>

to the acquisition of Shuttle in December 1996, the then stockholders of Shuttle
sold 10% of its capital shares for $100,000 in cash.  The Company  acquired this
10% minority  interest in Shuttle for 250,000 shares of its common stock as part
of  the  same   transaction   in  which  it  acquired  90%  from  three  of  its
officer/directors for 2,250,000 shares of common stock.

     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
sale of and reduction in the paint  inventory and that its present two unsecured
bank lines  aggregating  $100,000  and its three  secured  letters of credit and
acceptances payable lines of credit aggregating $3,525,000, and the net proceeds
from the issuance of the  remainder of its 10%  Convertible  Note,  should be in
aggregate,  sufficient  to fund the  Company's  operation  for the  next  twelve
months.  The remaining  balance on the Convertible Note at September 30, 1998 is
$130,000.  The above  assumes  the  Company's  operations  are  consistent  with
management's expectations. The Company may need additional financing thereafter.
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.


                                       11
<PAGE>

ITEM 7. Financial Statements.

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

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

     Not applicable.

                                    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  office or  director of the Company at May 31,
1999:

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

Serge Pisman                 34     President, Director
Herman Roth                  50     Secretary, Director
Yury Greene                  59     Treasurer, Director

Section 16 (a) Beneficial Ownership Reporting Compliance.


                                       12
<PAGE>

     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, 1998 and prior fiscal
years, all filing requirements applicable to its officers and directors, and all
of the  persons  known to the Company to own more than ten percent of its Common
Stock, were complied with by such persons,  except that Messrs. Pisman, Roth and
Greene filed their initial statements of beneficial ownership late.

ITEM 10. Executive Compensation.

     The following  table sets forth the annual  compensation  for the Company's
Chief Executive Officer and President:

                                     Annual Compensation
                                     -------------------
       Name and Principal                                    Other Annual
            Position              Year       Salary*      Bonus    Compensation
            --------              ----       -------      -----    ------------

Serge Pisman, President.........  1998     $104,815
                                  1997       90,000
                                  1996       47,000      2,000

* $34,000 was accrued  during 1995 but paid in 1996;  $19,118 was accrued during
1996 but paid in 1997; and $14,528 was accrued during 1997 and paid in 1998.

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

     The table below sets forth information as to each person owing of record or
who was known by the Company to own  beneficially  more than 5% of the 7,771,616
shares of issued and outstanding Common Stock of the Company as of June 10, 1999
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>

                   Name and Address of         Amount and Nature of   Percent of
Title of Class     Beneficial Owner            Beneficial Ownership     Class
--------------     ----------------            --------------------     -----

Common Stock    Serge Pisman                         1,116,667          14.33%
                2 World Trade Center
                New York, New York  10048

Common Stock    Herman Roth                          1,116,666          14.33%
                2 World Trade Center
                New York, New York  10048

Common Stock    Yury Greene                          1,116,666          14.33%
                2 World Trade Center
                New York, New York  10048

All directors and officers as a group (3 in number)  3,349,999          42.99%

ITEM 12.  Certain Relationships and Related 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 to April
          30, 2000.

          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 and was extended to August 25, 1999.

          Serge Pisman,  Herman Roth and Yury Greene own 1616 Mermaid Associates
          which  leases  office  space  to  the  Company  and  to  Shuttle.  See
          "Property."

          Serge Pisman,  Herman Roth and Yury Greene have personally  guaranteed
          payment of sums due under the Company's  $1,500,00 line of credit with
          the Park Avenue Bank, N.A.

          Yury Greene has  personally  guaranteed  payment of sums due under the
          Company's $75,000 line of credit with Chase Manhattan Bank, N.A.


                                       14
<PAGE>

ITEM 13. Exhibits and Reports on Form 8-K.

(a)  The following exhibits are filed as part of this report:

Exhibit             Exhibit Title
-------             -------------
  No.
  ---

(3)(i)          Articles of Incorporation*

(3)(ii)         By-laws*

(27)            Financial Data Schedule

                *previously filed

(b)             No reports on Form 8-K were filed during the fourth  quarter of
                fiscal 1998.


                                       15
<PAGE>

                                   SIGNATURES

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

GLOBUS INTERNATIONAL RESOURCES CORP.

By:      /s/ Serge Pisman
         -------------------------------
Title:   President
         -------------------------------
Dated:   June 29, 1999
         -------------------------------


     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/ Serge Pisman
         -------------------------------
Title:   President
         -------------------------------
Dated:   June 29, 1999
         -------------------------------


By:      /s/ Herman Roth
         -------------------------------
Title:   Secretary
         -------------------------------
Dated:   June 29, 1999
         -------------------------------


By:      /s/ Yury Green
         -------------------------------
Title:   Treasurer
         -------------------------------
Dated:   June 29, 1999
         -------------------------------



                                       16

<PAGE>

              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                               SEPTEMBER 30, 1998


                                    I N D E X





                                                                        Page No.
                                                                        --------


INDEPENDENT ACCOUNTANTS' REPORT ........................................     F-1



FINANCIAL STATEMENTS:


   Consolidated Balance Sheets as at September 30, 1998 and 1997 .......     F-2


   Consolidated Statements of Operations
      For the Years Ended September 30, 1998 and 1997 ..................     F-3


   Consolidated Statements of Changes in Stockholders' Equity
      For the Years Ended September 30, 1998 and 1997 ..................     F-4


   Consolidated Statements of Cash Flows
      For the Years Ended September 30, 1998 and 1997 ..................     F-5



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .......................... F-6 - F-23


<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
Globus International Resources Corp.


We have audited the accompanying consolidated balance sheets of Globus
International Resources Corp. and its subsidiaries as at September 30, 1998 and
1997, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Globus
Resources International Corp. and its subsidiaries as at September 30, 1998 and
1997, and the results of their operations and their cash flows for the years
ended September 30, 1998 and 1997, in conformity with generally accepted
accounting principles.


                                        Wernick Sanders Leventhal & Co., LLP

New York, N. Y.
January 8, 1999

                                       F-1

<PAGE>


              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30,
                                                             --------------------------
                                                                1998           1997
                                                             -----------    -----------
                                   A S S E T S (Note 8)
<S>                                                          <C>            <C>
Current assets:
   Cash and cash equivalents                                 $   132,234    $   517,867
   Cash - restricted                                             597,412        447,543
   Accounts receivable                                         3,489,982      2,721,130
   Inventories                                                 1,583,196      2,004,004
   Income tax refunds receivable                                  40,000           --
   Deferred income taxes                                            --           52,000
   Prepaid expenses                                                 --           20,000
                                                             -----------    -----------
            Total current assets                               5,842,824      5,762,544
                                                             -----------    -----------
Property assets - at cost,
   net of accumulated depreciation                                51,827         27,625
                                                             -----------    -----------
Other assets:
   Deferred financing costs                                        6,044         50,000
   Deferred consulting costs                                     124,376        215,625
   Goodwill net of accumulated amortization                      115,367        124,128
   Organization costs                                              2,927          4,991
   Security deposits                                              26,000         26,000
                                                             -----------    -----------
            Total other assets                                   274,714        420,744
                                                             -----------    -----------
                                                             $ 6,169,365    $ 6,210,913
                                                             ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Bank lines of credit payable                              $ 1,893,955    $    31,342
   Notes payable - related parties                               145,000        145,000
   Convertible note payable                                      130,000           --
   Current portion of long-term obligation                          --           41,666
   Accounts and acceptances payable                              446,472      1,439,619
   Accrued expenses and other current
      liabilities - related parties                              251,074        111,277
   Accrued expenses and other current liabilities                290,193        137,228
   Income taxes payable                                            4,000        142,607
                                                             -----------    -----------
            Total current liabilities                          3,160,694      2,048,739
                                                             -----------    -----------
Deferred rent                                                       --           12,921
                                                             -----------    -----------
Commitments and contingencies                                       --             --

Stockholders' equity:
   Common stock, $.001 par value, authorized -
      50,000,000 shares, issued and outstanding -
      5,049,497 and 4,548,860, respectively                        5,050          4,549
   Additional paid-in capital                                  4,762,522      4,155,309
   Deficit                                                    (1,758,901)       (10,605)
                                                             -----------    -----------
            Total stockholders' equity                         3,008,671      4,149,253
                                                             -----------    -----------
                                                             $ 6,169,365    $ 6,210,913
                                                             ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>


              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       For the Years Ended
                                                           September 30,
                                                   ----------------------------
                                                       1998            1998
                                                   ------------    ------------

Net sales                                          $ 19,658,009    $ 15,389,452

Cost of goods sold                                   19,196,140      14,012,761
                                                   ------------    ------------

Gross profit                                            461,869       1,376,691
                                                   ------------    ------------
Operating expenses:
   Selling                                              600,946         429,220
   General and administrative                           766,821         611,154
   Depreciation and amortization                        170,564         109,624
   Allowance for doubtful accounts                      410,000            --
                                                   ------------    ------------
Total operating expenses                              1,948,331       1,149,998
                                                   ------------    ------------
Income (loss) from operations                        (1,486,462)        226,693
                                                   ------------    ------------
Other income (expense):
   Interest income                                       36,177          44,554
   Interest expense                                    (375,631)        (27,038)
   Other income                                            --             5,487
                                                   ------------    ------------
Total income (expense)                                 (339,454)         23,003
                                                   ------------    ------------
Income (loss) before income taxes
   and minority interest                             (1,825,916)        249,696

Provision (benefit) for income taxes                    (77,620)        118,244
                                                   ------------    ------------
Income (loss) before minority interest               (1,748,296)        131,452

Minority interest                                          --             2,812
                                                   ------------    ------------
Net income (loss)                                  ($ 1,748,296)   $    128,640
                                                   ============    ============
Net income (loss) per common share                       ($0.36)          $0.03
                                                   ============    ============
Weighted average number of shares outstanding         4,809,508       3,729,065
                                                   ============    ============


          See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>


              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997


<TABLE>
<CAPTION>
                                                 Common Shares          Additional
                                          --------------------------      Paid-In      Accumulated
                                             Shares         Amount        Capital        Deficit
                                          -----------    -----------    -----------    -----------
<S>                                         <C>          <C>            <C>            <C>
Balance at October 1, 1996                  2,603,860    $     2,604    $ 3,058,046    ($  142,057)

Proceed from sale of Shuttle's
   common stock prior to merger                  --             --          100,000           --

Acquisition of Shuttle's International,
   Ltd. - minority interest                   250,000            250        131,179          2,812

Issuance of common stock for
   consulting services                        500,000            500        299,500           --

Issuance of common stock in
   satisfaction of indebtedness
   for services rendered                      555,000            555        281,445           --

Cancellation of common stock
   surrendered by a former consultant        (230,000)          (230)      (137,770)          --

Issuance of common stock for
   cash, net of offering costs                870,000            870        422,909           --

Net income for the year ended
   September 30, 1997                            --             --             --          128,640
                                          -----------    -----------    -----------    -----------
Balance at September 30, 1997               4,548,860          4,549      4,155,309        (10,605)

Interest element attributed to
   convertible debt                              --             --          269,231           --

Debt converted to equity                      500,637            501        337,982           --

Net loss for the year ended
   September 30, 1998                            --             --             --       (1,748,296)
                                          -----------    -----------    -----------    -----------
Balance at September 30, 1998               5,049,497    $     5,050    $ 4,762,522    ($1,758,901)
                                          ===========    ===========    ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>


              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               For the Years Ended
                                                                                   September 30,
                                                                           --------------------------
                                                                              1998           1997 (*)
                                                                           -----------    -----------
Cash flows from operating activities:
<S>                                                                        <C>            <C>
   Net income (loss)                                                       ($1,748,296)   $   128,640
                                                                           -----------    -----------
   Adjustments to reconcile net income (loss) to net cash used in
         operating activities:
      Depreciation and amortization                                            170,564        109,624
      Deferred income taxes                                                     52,000        (18,400)
      Deferred rent                                                            (12,921)         2,745
      Provision for doubtful accounts                                          410,000           --
      Provision for loss on disposal of inventory                              500,000           --
      Common stock issued for services rendered                                   --           16,500
      Interest charge on debt discount                                         269,231           --
      Minority interest                                                           --            2,812
      Increase (decrease) in cash flows as
            a result of changes in asset and liability account balances:
         Accounts receivable                                                (1,178,852)    (2,401,584)
         Inventories                                                           (79,192)       885,211
         Prepaid expenses                                                       20,000        (14,360)
         Accounts and acceptances payable                                     (993,147)       271,452
         Accrued expenses and other current liabilities:
            Related parties                                                    151,534         32,092
            Other                                                              152,975         85,789
         Income taxes                                                         (178,607)       128,489
                                                                           -----------    -----------
   Total adjustments                                                          (716,415)      (899,630)
                                                                           -----------    -----------
Net cash used in operating activities                                       (2,464,711)      (770,990)
                                                                           -----------    -----------
Cash flows from investing activities:
   Acquisition of property assets                                              (47,000)        (2,738)
   Restricted cash                                                            (149,869)       688,736
                                                                           -----------    -----------
Net cash provided by (used in) investing activities                           (196,869)       685,998
                                                                           -----------    -----------
Cash flows from financing activities:
   Proceeds from lines of credit                                             1,862,613         31,342
   Proceeds from convertible note payable                                      500,000           --
   Payments of long-term note payable                                          (41,666)      (166,667)
   Payments of related party indebtedness                                         --          (75,439)
   Proceeds from issuance of common stock                                         --          523,779
   Deferred financing cost                                                     (45,000)       (50,000)
                                                                           -----------    -----------
Net cash provided by financing activities                                    2,275,947        263,015
                                                                           -----------    -----------
Net increase (decrease) in cash and cash equivalents                          (385,633)       178,023

Cash and cash equivalents at beginning of year                                 517,867        339,844
                                                                           -----------    -----------
Cash and cash equivalents at end of year                                   $   132,234    $   517,867
                                                                           ===========    ===========
Supplemental Schedules of Non-Cash Operating
      and Financing Activities:
   Common stock issued for acquisition of inventory,
      services rendered and payment of liability for
      services previously rendered                                         $      --      $   572,000
                                                                           ===========    ===========
   Common stock issued for acquisition
      of minority interest                                                 $      --      $   150,000
                                                                           ===========    ===========
   Common stock issued in conversion of debt                               $   381,787    $      --
                                                                           ===========    ===========
Supplemental Disclosures of Cash Flow Information:
   Interest paid                                                           $   323,033    $    12,411
                                                                           ===========    ===========
   Taxes paid                                                              $    45,142    $     4,766
                                                                           ===========    ===========
</TABLE>

(*)  Reclassified  for  comparability.

          See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>


              GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               AS AT AND FOR THE YEARS SEPTEMBER 30, 1998 AND 1997


NOTE 1 - ORGANIZATION:

          Globus International Resources Corp. (the "Company") was incorporated
     in the State of Nevada on October 24, 1984 as Ross Custom Electronics. On
     March 15, 1995, the Company merged with Globus Food Systems International
     Corp. ("Globus") and changed its name to Globus Food Systems International
     Corp. hereafter referred to as the Merger. On September 18, 1996, the
     Company formed a wholly-owned New York State subsidiary corporation, Globus
     Food Systems International Corp. On October 18, 1996, the Board of
     Directors approved the change of the Company's name to Globus International
     Resources Corp. and declared a reverse stock split of 1 share for each 50
     shares issued and outstanding.

          On December 11, 1996, the Company acquired all of the issued and
     outstanding capital stock of Shuttle International, Ltd. ("Shuttle") in
     exchange for 2,500,000 shares of the Company's common stock. The Company's
     three officer/directors owned 90% of Shuttle prior to the acquisition by
     the Company. Both Globus and Shuttle were under the common control of these
     three officers since March 15, 1995. After the acquisition these three
     officer/directors owned 2,449,999 (55.6%) shares of the Company's issued
     and outstanding common stock whereas prior to the acquisition, they owned
     200,000 shares of (56.5%) of the Company's then issued and outstanding
     common shares. The acquisition of Shuttle was accounted for (i) at
     historical cost in a manner similar to a pooling of interest for the
     acquired stock of the Company's three officer/directors and (ii) as a
     purchase recorded at market value for the acquired stock of the minority
     interest and the resulting goodwill for the difference between the market
     value of the minority interest and its equity on the date acquired.

          The accompanying financial statements reflect the Merger, the October
     18, 1996 reverse stock split, and the December 11, 1996 acquisition of 90%
     of Shuttle as if they had occurred at the beginning of the periods
     presented.

                                       F-6

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

     (a)  Business:

          Globus is a full service export distributor of food and paint products
     from manufacturers in the United States and Europe primarily to the Russian
     and CIS States marketplaces.

          Shuttle is engaged in the distribution and exportation of non-food
     products such as auto parts and clothing primarily to Russia and the CIS
     states or, generally, the same geographic areas involved with the Company's
     food business. Shuttle also has an International Seminars Department which
     provides directors, and management of large and medium size Russian
     companies with western banking, financial systems and accounting seminars
     at the World Trade Center Institute in New York City.

          Previously Shuttle, in cooperation with a Canadian modular housing
     manufacturer, had built modern cottages in an exclusive Moscow suburb. All
     houses were pre-built in Canada and shipped in sea containers.

          Both Globus' and Shuttle's business rely upon their established trade
     relationships in Russia and the CIS states.

     (b) Principles of Consolidation:

          The accompanying consolidated financial statements as at September 30,
     1998 and 1997 and for the years ended September 30, 1998 and 1997 include
     the accounts of Globus International Resources Corp. and its subsidiaries,
     Shuttle International, Ltd. and Globus Foods International, Inc. All
     material intercompany transactions and balances have been eliminated in
     consolidation.

     (c)  Revenue Recognition:

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

     (d) Use of Estimates:

          The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect certain reported amounts and disclosures.
     Accordingly, actual results could differ from those estimates.

     (e)  Cash and Cash Equivalents:

          The Company considers all highly liquid debt instruments purchased
     with a maturity of three months or less to be cash equivalents.

                                       F-7

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

     (f)  Concentrations of Credit Risk:

          Financial instruments that potentially subject the Company to
     significant concentrations of credit risk consist principally of cash and
     trade accounts receivable. The Company places its cash with high credit
     quality financial institutions which at times may be in excess of the FDIC
     insurance limit. Concentrations of credit risk with respect to trade
     accounts receivable are generally limited due to the Company's requiring
     the prepayment from approximately 30% of its customers of up to 50% of each
     sale prior to shipment. Additionally, the accompanying financial statements
     reflect an allowance for doubtful accounts of $420,000 and $10,000 at
     September 30, 1998 and 1997, respectively.

     (g)  Inventories:

          Inventories, consisting principally of finished goods, are valued at
     the lower of cost (first-in, first-out method) or market. The accompanying
     financial statements as at and for the year ended September 30, 1998
     reflect an allowance for the disposal of inventory of $500,000.

     (h) Property and Equipment:

          The cost of property and equipment is depreciated over the estimated
     useful lives of the related assets of 5 to 7 years. The cost of leasehold
     improvements is amortized over the lesser of the length of the related
     leases or the estimated useful lives of the assets. Depreciation is
     computed on the straight-line method for financial reporting purposes.
     Repairs and maintenance expenditures which do not extend original asset
     lives are charged to income as incurred.

     (i)  Goodwill:

          In December 1996, the Company acquired all of the outstanding capital
     stock of Shuttle which was owned 90% by officer/directors of the Company.
     The remaining 10% was owned by an unaffiliated individual who received
     250,000 shares of the Company's common stock for his minority interest
     which aggregated $18,571. The Company's common stock had a fair value of
     $0.60 per share at the time of acquisition for a aggregate value of
     $150,000. The difference between the fair value of the Company's common
     stock and the minority interest at the date of acquisition aggregating
     $131,429 has been attributed to good-will and is being amortized over
     fifteen (15) years. Amortization charged to operations was $8,761 and
     $7,301 for the years ended September 30, 1998 and 1997, respectively.

                                       F-8

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

     (j)  Income Taxes:

          Deferred taxes are primarily attributable to different methods of
     computing depreciation and amortization and timing differences of deducting
     officers' compensation for financial reporting purposes and income tax
     reporting purposes.

     (k)  Intangibles:

          Organization costs are being amortized over a sixty month period.
     Amortization charged to operations was $2,064 in 1998 and 1997.

          Deferred consulting costs are being amortized over the life of the
     consulting agreements. Amortization charged to operations in 1998 and 1997
     was $91,249 and $84,375, respectively.

          Deferred financing costs are legal, accounting and other costs
     associated with the placement of a $500,000 convertible note in November
     1997. Amortization charged to operations in fiscal 1998 was $45,692. During
     fiscal 1998, $43,264 of deferred financing costs were charged to additional
     paid-in capital upon the conversion of $350,000 of the convertible note and
     accrued interest thereon into 500,637 shares of the Company's common stock.

     (l)  Per Share Data:

          Net income (loss) per share was computed by the weighted average
     number of shares outstanding during each period. The issuance of all common
     shares in connection with all stock splits, the Merger and the acquisition
     of Shuttle have been retroactively reflected in the computation as if they
     had occurred as at October 1, 1996.

NOTE 3 - ACQUISITION OF SHUTTLE INTERNATIONAL, LTD.

          On December 11, 1996, the Company acquired all of the capital stock of
     Shuttle International, Ltd. ("Shuttle") in exchange for 2,500,000 shares of
     the Company's common stock. This transaction has been accounted for as a
     pooling of interests and, accordingly, the consolidated financial
     statements for the period presented have been restated to reflect the
     accounts of the Company and Shuttle.

          Unaudited net sales and net income (loss) of the separate companies
     for the periods preceding the acquisition were as follows:

                                     Globus                     Shuttle
                              -----------------------   ------------------------
                                           Net Income                 Net Income
                              Net Sales      (Loss)      Net Sales      (Loss)
                              ---------    ----------    ---------    ----------
For the three months
  ended December 31, 1996    $3,616,581   $   74,511    $  323,219   $   28,124
                             ==========   ==========    ==========   ==========

For the year ended
  September 30, 1996         $9,708,457   ($ 196,241)   $  279,294   ($  59,893)
                             ==========   ==========    ==========   ==========


                                       F-9

<PAGE>


NOTE 4 - PROPERTY ASSETS:

          Property assets consist of:

                                                              September 30,
                                                         -----------------------
                                                           1998           1997
                                                         --------       --------

Data processing and office equipment                     $ 59,243       $ 55,930
Furniture and fixtures                                     21,283         21,283
Automobiles and trucks                                     43,687           --
                                                         --------       --------
                                                          124,213         77,213
Less:  Accumulated depreciation                            72,386         49,588
                                                         --------       --------

                                                         $ 51,827       $ 27,625
                                                         ========       ========

          Depreciation expense charged to operations for the years ended
     September 30, 1998 and 1997 amounted to $22,798 and $15,884, respectively.

NOTE 5 - SECURITY DEPOSITS.

          Security deposits are comprised of rent deposits relating to various
     leaseholds which the Company occupies of which $3,000 is for warehouse
     space leased for a related party (See Note 7).

NOTE 6 - RELATED PARTY TRANSACTIONS.

     (a)  Notes Payable:

          A stockholder and the Company entered into a loan agreement in April
     1996 whereby the stockholder acquired the Company's 7% interest bearing
     note $125,000 at par. The note was originally payable in full plus accrued
     interest on March 31, 1997. On April 30, 1997, the note was amended and the
     due date was extended to April 30, 1998. As a condition of the extension of
     the above note, the Company's 7% interest bearing note payable (which was
     originally payable in full plus accrued interest on July 16, 1997) to a
     professional corporation owned by this stockholder's spouse in the amount
     of $75,000 was prepaid in March 1997. Interest charged to operations for
     the years ended September 30, 1998 and 1997 was $8,748 and $11,337,
     respectively. Accrued interest payable on these loans aggregated $24,504
     and $15,752 at September 30, 1998 and 1997, respectively, and is included
     in accrued expenses. In May 1997, the stockholder agreed to subordinate his
     loan to a bank which had granted the Company a $2,000,000 line of credit.
     Although this stockholder has extended the due date to April 30, 1999, the
     stockholder was verbally agreed not to demand payment of the debt as long
     as any portion of the line of credit is outstanding.


                                      F-10

<PAGE>


NOTE 6 - RELATED PARTY TRANSACTIONS. (Continued)

     (a)  Notes Payable: (Continued)

          On August 26, 1996, the parents of the Company's President purchased
     Shuttle's 15% interest bearing $20,000 note at par. The note, as amended,
     is repayable in full on August 22, 1999 with accrued interest. Interest
     charged to operations was $3,000 and $2,925 for the years ended September
     30, 1998 and 1997, respectively. Accrued interest payable to these
     individuals of $6,250 and $3,250 is included in accrued expenses at
     September 30, 1998 and 1997, respectively. These creditors have agreed to
     subordinate this indebtedness to a bank which had granted the Company a
     $2,000,000 line of credit in May 1997 and also have verbally agreed not to
     demand payment of the debt as long as any portion of the line of credit is
     outstanding.

     (b)  Loan Payable:

          A non-interest bearing $10,000 demand loan was repaid to a corporation
     which is controlled by Company's three executive officer/directors during
     fiscal 1997.

     (c)  Rent Payable:

          Globus and Shuttle lease warehouse space from an entity controlled by
     three of the Company's officer/directors. Rent charged to operations in
     each of the years ended September 30, 1998 and 1997 was $30,000 of which
     $52,075 and $27,375 was unpaid and included in accrued expenses - related
     parties at September 30, 1998 and 1997, respectively. The leases which
     expire in 1999 require aggregate monthly rentals of $2,500. Each lease has
     option for renewal of five years at aggregate monthly rentals of $3,000.

     (d)  Officers' Compensation:

          In August 1997, the Board of Directors authorized compensation of
     $90,000 per year for each of the Company's President, CEO and
     Vice-President commencing October 1, 1996. The Board's resolution also
     provided for these officers annual compensation to increase to $150,000
     commencing January 1, 1998. The officers have agreed to defer payment of
     their compensation until cash flow permits. One of the officers has
     verbally agreed to reduce his compensation to $75,000 per year in December
     1998.


                                      F-11

<PAGE>


NOTE 7 - FINANCING ARRANGEMENTS.

     (a)  Long-Term Debt:

          The Company entered into an unsecured $500,000 working capital term
     loan agreement on April 2, 1995 with a foreign bank. The loan is to be
     repaid in twelve (12) equal quarterly principal installments of $41,667
     plus interest at 1.75% (7.53% at September 30, 1997) over the LIBOR rate.
     The balance outstanding of $41,666 at September 30, 1997 was repaid in
     January 1998.

     (b)  Short-Term Debt:

          (i)  Banks:

          The Company has five credit facilities at September 30, 1998 with four
     domestic banks. Two unsecured lines of credit arrangements with two banks
     aggregating $100,000 were entered into in 1996. One line, which is
     guaranteed by an officer of the Company, for a maximum borrowing of $75,000
     had $70,790 and $19,444, outstanding at September 30, 1998 and 1997,
     respectively. Another line of credit of $25,000 had $22,992 and $11,898
     outstanding at September 30, 1998 and 1997, respectively. Interest on the
     lines averaged 10.25% in 1998 and 10.5% in 1997 (9.25 at September 30, 1998
     and 10.5% at September 30, 1997). During fiscal 1998 and 1997, the average
     month-end balance outstanding under these two lines was $31,707 , and
     $13,652, respectively, and the highest month-end balance was $31,898. The
     Company in December 31, 1997 obtained an unsecured $25,000 line of credit
     of which $21,538 was outstanding at September 30, 1998. The line bears
     interest at 15.25% and is guaranteed by an officer of the Company. The
     Company's fourth credit facility allows the Company to obtain letters of
     credit and acceptances payable for acquiring its finished goods up to an
     aggregate of $1,500,000 of which zero was outstanding at September 30, 1998
     and $35,000 was outstanding at September 30, 1997. The facility does not
     permit borrowing by the Company. The Company has pledged its accounts
     receivable and certain cash accounts held by the bank as collateral for any
     obligation under this credit facility. At September 30, 1998 and 1997, the
     cash pledged as collateral was $-0- and $35,000, respectively. In May 1997,
     the Company obtained a fifth line of credit from a bank for letters of
     credit, direct borrowings and acceptances payable originally aggregating
     $2,000,000. At September 30, 1998, this line is for $3,000,000 with a
     sub-limit of $1,000,000 on direct borrowings. There were no direct or
     acceptance borrowings under this line from inception to September 30, 1997.
     The Company at September 30, 1997 utilized $865,811 of this line in letters
     of credit. At September 30, 1998, the Company had outstanding debt of
     $341,000, acceptances payable of $1,577,783 and letters of credit of
     $62,909. Outstanding debt borrowings under this line of credit bear
     interest at 1-3/4% over prime (10.25% at September 30, 1998). This line is
     collateralized by the guarantees of three of the Company's
     officer/directors and a first lien on all corporate assets not previously
     pledged or collateralized. One of these stockholders and the parents of
     another have subordinated notes payable by the Company to them to this
     bank. Additionally, the Company must maintain certificates of deposit with
     this bank equal to 50% of the amount of any outstanding letters of credit
     and/or bank borrowings under the line. The cash pledged as collateral under
     this was $597,412 at September 30, 1998 and $447,543 at September 30, 1997.


                                      F-12

<PAGE>


NOTE 7 - FINANCING ARRANGEMENTS. (Continued

     (b)  Short-Term Debt: (Continued)

          (ii) Related Parties:

          On April 7, 1996, the Company borrowed $125,000 from an
     officer/stockholder which is to be repaid, as extended, with interest at 7%
     on April 30, 1999: on July 16, 1996 the Company borrowed $75,000 from a
     professional corporation, controlled by this stockholder's spouse, which
     was repaid in March 1997; and on August 26, 1996 the Company borrowed
     $20,000 from a parent of its President as evidenced by a 15% note which is
     repayable in full, as extended, on August 22, 1999 with accrued interest.
     Both of these notes are subordinated to a bank (see above) in connection
     with the granting of a line of credit to the Company by the bank. As long
     as any balance is outstanding under this line of credit, the note holders
     have verbally agreed not to demand payment of the notes and to subordinate
     such notes to this bank.

          (iii) Convertible Note:

          On November 2, 1997, the Company sold at par its 10% interest bearing
     note in the amount of $500,000 to a foreign corporation. The note is due
     and payable on November 2, 1998. In connection with the sale of the note,
     the Company incurred $95,000 of financing costs which are being amortized
     over the life of the note. The note principal and accrued interest, at the
     holder's option is convertible in whole or part into (i) shares of the
     Company's common stock at the lesser of $2.50 per share or 75% of the
     average bid and ask of the Company's common stock for the five (5) trading
     days immediately proceeding the noteholder's notice to convert and (ii) an
     equal number of warrants to acquire the same number of shares in (i) at
     $3.625 per share. If the Company is not successful in registering the
     underlying common shares as freely trading stock, when and if such note or
     any portion thereof is converted, by January 2, 1998, then the conversion
     price is adjusted to the lesser of $2.50 per share or 65% of the average
     bid and asked of the Company's common stock for the five proceeding trading
     days. As required by generally accepted accounting principles a financing
     expense of $224,103 was charged to operations for the discount between the
     amount paid for the note and the fair value of the common shares into which
     it can be converted with a corresponding increase in additional paid-in
     capital. On January 5, 1998, $223,857 of principal and interest was
     converted into 201,673 shares of common stock and warrants to acquire
     201,673 shares of common stock at $3.625 per share. On May 15, 1998, an
     additional $150,000 in the note's principal plus $7,890 in interest was
     converted into 298,964 shares of the Company's common stock. In December
     1998, the note-holder converted $87,783 of the note principal and accrued
     interest of $9,912 into 1,100,000 of the Company's common shares. On
     February 9, 1999, principal of $41,000 and interest of $5,201 was converted
     into 221,119 shares of the Company's common stock.


                                      F-13

<PAGE>


NOTE 8 - INCOME TAXES.

          The components of the provision (benefit) for income taxes are:

                                                     For the Years
                                                      Years Ended
                                                      September 30,
                                               ---------------------------
                                                 1998              1997
                                               ---------         ---------
     Currently payable:
       Federal                                 ($ 40,000)        $  99,244
       State and local                             4,000            37,400
                                               ---------         ---------
                                                 (36,000)          136,644
                                               ---------         ---------
     Deferred:
       Federal                                   (10,000)          (13,400)
       State and local                           (31,620)           (5,000)
                                               ---------         ---------
                                                 (41,620)          (18,400)
                                               ---------         ---------
                                               ($ 77,620)        $ 118,244


          Deferred tax provision (benefit) results from differences in the
     recognition of expense for tax and financial statement purposes. The
     sources of these differences and the federal tax effect of each are as
     follows:

                                                       For the Years
                                                        Years Ended
                                                        September 30,
                                                   -----------------------
                                                    1998            1997
                                                   --------       --------
     Related party interest
       and rent expense                            $   --         ($ 6,400)
     Allowance for doubtful accounts                   --             (900)
     Executive compensation                            --           (6,100)
                                                   --------       --------
                                                   $   --         ($13,400)
                                                   ========       ========


                                      F-14

<PAGE>


NOTE 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:

<TABLE>
<CAPTION>
                                                      For the Years Ended
                                                        September 30,
                                   -------------------------------------------------------
                                                1998                        1997
                                   ---------------------------   -------------------------
<S>                                  <C>                 <C>         <C>               <C>
     Income (loss) before
       income taxes                ($1,775,916)                     $249,696
                                   ===========                    ==========
     Computed tax - (benefit) at
       statutory rate                ($603,800)          (34.0%)     $84,900           34.0%
     State taxes net of federal
       tax benefit                     (18,220)           (1.0)       16,944            6.8
     Non-deductible portion of
       interest and compensatory
       element of common stock
       issuances                        91,600             5.2         5,600            2.2
     Amortization of goodwill            2,900             0.1         2,500            1.0
     Other - net                        (5,700)           (0.3)        8,300            3.4
     Reserve for net operating
       loss carryforward
       tax asset                       455,600            25.6          --             --
                                   -----------       ---------   -----------     ----------
     Total tax provision              ($77,620)           (4.4%)    $118,244           47.4%
                                   ===========       =========   ===========     ==========
</TABLE>


NOTE 9 - DEFERRED RENT.

          The accompanying financial statements reflect rent expense on a
     straight-line basis over the life of the lease. Rent expense charged to
     operations differs with the cash payments required under the terms of the
     real property operating leases because of scheduled rent payment increases
     throughout the term of the leases. The deferred rent liability is the
     result of recognizing rental expense as required by generally accepted
     accounting principles. In 1998, the Company renegotiated its lease for
     reduced space and the deferred net was charged to operations.

NOTE 10 - COMMON STOCK.

     (a)  Sale of Securities:

          (i)  The Company during 1997 in a best efforts private placement
               memorandum sold to qualified investors 87 units of its securities
               for cash of $423,779 (net of costs associated with the offering
               of $98,221) pursuant to Rule 504 of Regulations D of the
               Securities Act of 1933, as amended. Each unit is comprised of
               10,000 shares of the Company's $.001 par value common stock. The
               offering memorandum which was originally for 70 units and
               scheduled to expire on March 30, 1997 was extended and the number
               units to be sold was increased.


                                      F-15

<PAGE>


NOTE 10 - COMMON STOCK. (Continued)

     (a)  Sale of Securities: (Continued)

          (ii) The Company in May 1996, exchanged 56,389 of its common shares
               (as adjusted for all stock splits) for inventory of automotive
               paint whose fair market value was $2,819,400. The Company, at its
               option, through April, 1999 may repurchase all or a portion of
               the shares for $75 per share.

     (b)  Common Stock Issued for Services Rendered:

          During 1997, the Company satisfied liabilities for services rendered
     during the year ended September 30, 1996 by employees, counsel and a
     consultant by the issuance of shares of its common stock. The fair value of
     the shares issued on the dates of each issuance, as determined by the Board
     of Directors, was charged to operations in fiscal 1996. The obligations so
     satisfied are as follows:

          (i)  The Board of Directors on October 26, 1996 entered into
               employment agreement with two employees for 3 years, as amended,
               at annual aggregate salaries of approximately $120,000. Each
               contract stipulated that each employee was to receive shares of
               the Company's common stock as payment for services previously
               rendered aggregating $3,465. The fair value of the 55,000 shares
               issued to the employees, as determined by the Board of Directors
               on October 26, 1996, of $22,000 was charged to operations in
               fiscal 1996 and included as in other obligations payable at
               September 30, 1996. The $18,535 variance in valuation arises from
               the employees' belief that if they were to sell unregistered
               securities of the Company to realize their past compensation in
               cash the market value of the Company's securities would be so
               severely adversely impacted that approximately 55,000 of the
               Company's unregistered common shares would be required to be sold
               to realize the unpaid compensation.

          (ii) The Board of Directors on November 1, 1996 entered into an
               agreement with its counsel under which the Company issued 200,000
               shares of its common stock as full payment of legal expenses
               incurred prior to September 30, 1996. Although, the agreement
               stipulates that the law firm valued the services when rendered at
               $15,000, the Board of Directors determined that the fair value of
               the shares (based on the shares average bid and ask market price
               quotations on that day) issued on the date of issuance was
               $80,000 which was charged to operations in fiscal 1996 and
               included in other obligations payable at September 30, 1996. The
               variance in the valuations results from the law firm's requiring
               sufficient securities to compensate its not having received cash
               for its services. Counsel believed that if it were to try to
               realize their fees from the sale of the Company's securities on
               that date in one transaction (or in a series of transactions
               within a brief time frame) the per share market price would be so
               negatively affected that, in counsel's estimation, approximately
               200,000 shares would be required to be sold.


                                      F-16

<PAGE>


NOTE 10 - COMMON STOCK. (Continued)

     (b)  Common Stock Issued for Services Rendered: (Continued)

         (iii) The Board of Directors on December 1, 1996 entered into an
               agreement with a financial consultant for 3 years, as amended.
               The consultant is to receive $2,500 per month for his consulting
               services. The agreement also required the Company to issue
               300,000 shares of its common stock as full payment of $25,500 for
               services rendered by the consultant prior to September 30, 1996.
               The fair value of the common shares issued, as determined by the
               Board of Directors on December 1, 1996, of $180,000 ($0.60 per
               share) of which $22,500 was charged to operations in 1996 and is
               included in other obligations payable at September 30, 1996. On
               May 22, 1997, the Company and this consultant terminated the
               agreement. As part of the termination, the consultant surrendered
               to the Company 230,000 shares of the Company's common stock which
               was issued to him for no consideration. The Company canceled and
               returned to authorized and unissued these surrendered shares and
               is reflected in the financial statements as a reduction of common
               stock and additional paid-in capital of $138,000. The Company
               charged to operations $16,500 in both the six months ended March
               31, 1997 and fiscal 1997 for the excess of the fair value of the
               70,000 shares of common stock not surrendered of $42,000 ($0.60
               per share) and the value the consultant attributed to his
               services.

          (iv) In December 1996, the Company entered into a three year
               consulting services agreement with Crabbe Capital Group Ltd.
               which was subsequently extended an additional year. The agreement
               requires that the consultant shall (i) introduce the Company to
               the consultant's network of domestic and international commercial
               banking sources, (ii) advise and assist the Company in
               identifying, studying, and evaluating interest and exchange rate
               fluctuations, and (iii) assist the Company in securing letters of
               credit and reviewing its commercial banking alliances and
               strategies. As compensation for entering into the agreement, the
               Company issued 325,000 shares of its common stock, 275,000 of
               which were issued pursuant to Rule 504 of Regulation D of the
               Securities Act of 1933, as amended. The remaining 50,000 shares
               state that those shares have not been registered under the
               Securities Act of 1993, as amended.

          (v)  The fair value of the 325,000 shares of common stock issued of
               $195,000 as determined by the Board of Directors will be
               amortized and charged to operations over the life of the
               consulting agreement.


                                      F-17

<PAGE>


NOTE 10 - COMMON STOCK. (Continued)

     (b)  Common Stock Issued for Services Rendered: (Continued)

          (vi) In December 1996, the Company entered into a one year consulting
               services agreement (the "Agreement") with Comstat, Inc. under the
               terms of which, the consultant shall advise and assist the
               Company in identifying, studying, and evaluating mergers,
               acquisitions, joint ventures, and strategic alliances, strategic
               corporate planning and long-term business policies. Additionally,
               the consultant shall assist the Company in acquiring additional
               products to increase its product line through its network of
               import/export associates. As compensation for entering into the
               agreement, the Company issued 50,000 shares of its common stock
               issues, pursuant to Rule 504 of Regulation D of the Securities
               Act of 1993, as amended. The fair value of the 50,000 shares of
               common stock issued of $30,000 as determined by the Board of
               Directors will be amortized and charged to operations over the
               life of the consulting agreement.

          (vii)In March 1997, the Company entered into a two year consulting
               agreement with Regency Group Enterprises, Inc. The consultant
               received 125,000 shares of the Company's common stock to render
               financial advise in regards to strategic corporate planning,
               long-term investment policies, and potential mergers and
               acquisitions. The fair value as determined by the Board of
               Directors, of shares issued of $75,000 will be amortized over the
               two year life of the agreement.

     (c)  Stock Options:

          (i)  The Company granted to each of three officers on December 31,
               1997 options to acquire 300,000 shares of the Company's common
               stock at $1.72 per share (110% of the market value at the date of
               grant. The Company applies APB 25 in accounting for its stock
               options. Accordingly, because the grant price equalled or
               exceeded the market price on the date of grant, no compensation
               expense is recognized for the stock options issued. The fair
               value of the 900,000 options granted on December 31, 1997 of
               $1,404,000 ($1.56) is being amortized to expense over the option
               period in determining their pro forma earnings impact. Had
               compensation cost for these stock options been recognized based
               upon the fair value on the grant date under the methodology
               prescribed by FAS 123, the Company's net income and earnings per
               share for the year ended September 30, 1998 would have been
               impacted by a charge for compensation of $105,400 resulting in an
               adjusted net loss of $1,803,700 or ($0.2) per share.


                                      F-18

<PAGE>


NOTE 10 - COMMON STOCK. (Continued)

     (c)  Stock Options: (Continued)

          (i)  (Continued)

               The fair value of the options granted is estimated on the date of
               grant using the Black-Scholes option-pricing model with the
               following weighted average assumptions:

                  Expected life of option                        10 years
                  Risk-free interest rate                        10.0%
                  Expected violability                           175.0%
                  Expected dividend yield                        NONE

               On December 10, 1998, those three officer/directors surrendered
               their options to acquire the 900,000 shares and the Board of
               Directors approved the cancellation of the grants. The Board
               authorized the issuance of 300,000 shares to each of these
               persons as partial payment of their unpaid contractual
               compensation. The aggregate accrued compensation paid by the
               issuance of the 900,000 shares of common stock was $108,000 which
               was 110% of the fair value market on December 10, 1998.

          (ii) The Globus International Resources Corp. 1998 Associate Stock
               Option Plan (the "Option Plan") was adopted by the Board of
               Directors of the Company on December 31, 1997. The stock options
               granted under this Option Plan will be nonstatutory stock options
               not intended to qualify as incentive stock options within the
               meaning of Section 442 of the Internal Revenue Code of 1986, as
               amended. Employees, officers, directors, consultants contractors
               and advisors of the Company or any subsidiary are eligible to
               receive grants of the Option Plan stock options. The per share
               option price of the Common Stock subject to each option shall be
               at least equal to the greater of 110% of the fair market value of
               the Company's Common Stock on the date or grant. The Option Plan
               is administered by a committee appointed by the Board of
               Directors. The Option Plan provides that a maximum of 500,000
               shares of Common Stock may be issued upon the exercise of options
               granted under the Option Plan. No options have been granted under
               the Option Plan at September 30, 1998. On December 10, 1998, the
               Board of Directors granted an option to a consultant for 300,000
               shares of common stock and to an officer for 200,000 shares of
               common stock. Both options' per share exercise price was $0.12
               which was 110% of the fair market value at the date of grant.
               Both the consultant and the officer exercised their respec- tive
               option on the date of grant.


                                      F-19

<PAGE>


NOTE 11 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.

          The Company is comprised of two business segments. The distribution of
     food products and the distribution of auto paint and parts and clothing.
     Clothing sales commenced in July 1996 represent 5.1% and 3.2% for fiscal
     1998 and 1997, respectively. Set forth below are sales, operating income,
     capital expenditures, depreciation and identifiable assets of the segments.
     Operating income is reflective of a charge for corporate costs of $90,000
     in fiscal 1998 and $115,000 for fiscal 1997 allocated from the food
     distribution segment to the auto and clothing segments.

                                                       For the Years Ended
                                                          December 31,
                                                     ---------------------
                                                      1998           1997
                                                    --------      --------
     Net sales (000's):
       Food products                                 $18,097       $13,077
       Other                                           1,561         2,313
                                                    --------      --------
                                                     $19,658       $15,390
                                                    ========      ========
     Operating income (loss) (000's):
       Food products                                   ($826)         $229
       Other                                            (660)           (2)
                                                    --------      --------
                                                     ($1,486)         $227
                                                    ========      ========
     Depreciation (000's):
       Food products                                    $159           $95
       Other                                              12            15
                                                    --------      --------
                                                        $171          $110
                                                    ========      ========
     Capital additions (000's):
       Food products                                     $47            $3
       Other                                            --            --
                                                    --------      --------
                                                         $47            $3
                                                    ========      ========
     Identifiable assets (000's):
       Food products                                  $3,796        $2,788
       Other                                           2,373         3,423
                                                    --------      --------
                                                      $6,169        $6,211
                                                    ========      ========

          The food products segment has had only nine (9) customers since it
     started shipments in August 1995. One customer accounted for 31.7% and
     46.6% of the food products segment's sales for fiscal 1998 and 1997,
     respectively. Sales of this segment's products for another customer were
     20.0% and 47.8% for the same periods. During 1998, this segment commenced
     shipping to a new customer who accounted for 38.1% of sales.

          The other segments' sales were to eight (8) customers of which one
     customer accounted for 14.6% and 15.5% of sales for the years September 30,
     1998 and 1997, respectively. Another customer accounted for 21.3% of sales
     for the same periods. A third customer accounted for 21.3% and 39.0%,
     respectively, of sales for 1998 and 1997. A fourth customer accounted for
     10.9% in 1998 and 1.0% in 1997.


                                      F-20

<PAGE>


NOTE 12 - COMMITMENTS AND CONTINGENCIES.

     (a)  Leases:

          The Company is a lessee under three operating real property leases for
     office and warehouse space. Rent expense charged to operations for the
     years ended September 30, 1998 and 1997 was $109,639 and $101,337,
     respectively. Future minimum annual rent commitments as of the Company's
     fiscal year-end are as follows:

                                   Years Ended
                                  September 30,
                                  -------------
                                      1999
                                      2000
                                      2001

     (b) Letters of Credit:

          The Company is contingently liable for approximately $63,000 in
     letters of credit outstanding at September 30, 1998.

     (c)  Consulting Agreement:

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

          (ii) The Company entered into a four year consulting services
               agreement with Crabbe Capital Group Ltd. under which the
               consultant shall (i) introduce the Company to the consultant's
               network of domestic and international commercial banking sources,
               (ii) advise and assist the Company in identifying, studying, and
               evaluating interest and exchange rate fluctuations, and (iii)
               assist the Company in securing letters of credit and review
               commercial banking alliances and strategies. The Company issued
               to the consultant 325,000 shares of its common stock as
               compensation for its services. The fair value of the 325,000
               shares of common stock issued of $195,000 is being amortized and
               charged to operations over the life of the consulting agreement.
               Amortization charged to operations in fiscal 1997 $40,625 and
               $48,750 in 1998.


                                      F-21

<PAGE>


NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)

     (c)  Consulting Agreement: (Continued)

         (iii) The Company entered into a one year consulting services agreement
               with a consultant to (i) advise and assist the Company in
               identifying, studying, and evaluating mergers, acquisitions,
               joint ventures, and strategic alliances, (ii) consult with the
               Company concerning on-going strategic corporate planning and
               long-term business policies, and assist the Company in acquiring
               additional products to increase its product line and in obtaining
               and expanding corporate purchases of its product through a
               network of import/export associates. As compensation for entering
               into the agreement, the Company issued 50,000 shares of its
               common stock whose fair value of $30,000 is being amortized and
               charged to operations over the life of the consulting agreement.
               Amortization charged to operations in fiscal 1997 was $25,000 and
               $5,000 in 1998.

          (iv) The Company has another financial consulting agreement under
               which the consultant for two years will advise the Company's
               management in regards to strategic corporate planning, long-term
               investment policies and potential mergers and acquisitions. The
               consultant was issued 125,000 shares of the Company's stock as
               payment for its services to be rendered. The fair value of the
               issued shares of $75,000 is being charged over the life of the
               agreement. Amortization charged to operations in 1997 was $18,750
               and $37,500 in 1998.

     (d)  Employment Contract:

          The Company's President, CFO and Vice President of sales were verbally
     authorized compensation in aggregate of $127,000 per year through September
     30, 1996. The Board of Directors' authorized an annual salary of $90,000
     for each of these officers, who also are members of the Board of Directors
     for fiscal 1997 and $150,000 for calendar 1998. The officers have agreed to
     defer payment of their compensation until the Company's cash flow permits.
     At September 30, 1998 and 1997 these officers were owned $155,659 and
     $65,000, respectively. Such liabilities are included in accrued expenses
     and other current liabilities - related parties.

          Additionally in October 1995, the Company entered into three year
     employments contracts with two employees the aggregate annual compensation
     under these contracts is approximately $120,000.


                                      F-22

<PAGE>



NOTE 12 - COMMITMENTS AND CONTINGENCIES. (Continued)

     (e)  Convertible Debt:

          In November 1997, the Company issued, at par, its 10% interest bearing
     $500,000 convertible debt security to a foreign corporation. The amount of
     the note's principal and/or unpaid interest at 10% can be converted into
     the Company's common shares at the noteholder's option throughout the term
     of the note. The note is convertible into common shares at the lesser of
     $2.50 per share of 75% of the average bid and ask of the Company's common
     stock for the five (5) trading days immediately proceeding the noteholder's
     exercise of the conversion option and into an equal number of warrants to
     acquire the same number of shares at $3.625 per share. As required by
     generally accepted accounting principles, a financing charge of $166,667
     was charged to operations in November 1997 for the discount between the
     amount paid for the note and the fair value of common shares into which it
     can be converted.

          On January 5, 1998, the noteholder converted $220,000 of debt and
     $3,857 of accrued interest into 201,693 shares of the Company's common
     stock and warrants to acquire another 201,673 common shares at $3.625 per
     share. The note agreement requires the Company to register the common
     shares which are issued under any conversion of the debt to common stock by
     the noteholder. On May 14, 1998, the noteholder converted an additional
     $157,890 in principal and interest into 298,964 shares of common stock and
     warrants to acquire 298,964 common shares at $3.625 per share.

          In December 1998, the noteholders converted $87,783 in principal and
     accrued interest of $9,912 into 1,100,000 common shares. In February 1999,
     another $41,000 in principal and $5,201 in accrued interest was converted
     in 222,119 common shares.

     (f) Year 2000:

          The Company recognizes the need to ensure its operations will not be
     adversely affected by year 2000 software failures. The Company is
     communicating with suppliers, customers and others with which it does
     business to coordinate year 2000 conversion. The cost of achieving
     compliance is estimated to be a minor increase over the cost of normal
     software upgrades and replacements.


                                      F-23