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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED May 31, 2004
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
from the transition period from ____ to _____
Commission File Number 0-9987
GLOBUS GROWTH GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 13-2949462
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 West 24th Street, New York, NY 10010
(Address of principal executive offices) (zip code)
(212) 243-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date: 2,499,000 (including 163,243
held in treasury)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBUS GROWTH GROUP, INC.
CONDENSED BALANCE SHEETS
May 31, February 29,
2004 2004
----------- -----------
ASSETS (Unaudited) (See Note 1)
Cash $ 5,000
Investments in Securities (Note 3) $ 2,426,000 $ 2,811,000
Other Assets $ 16,000 $ 17,000
----------- -----------
TOTAL $ 2,447,000 $ 2,828,000
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY/(CAPITAL DEFICIT)
Liabilities
Cash overdraft $ 8,000
Accounts payable and accrued expenses $ 1,620,000 $ 1,595,000
Loans payable to officers/shareholders $ 470,000 $ 466,000
Demand loan payable to related party $ 801,000 $ 753,000
----------- -----------
Total Liabilities $ 2,891,000 $ 2,822,000
----------- -----------
Stockholders' equity/(Capital deficit) (Note 2)
Preferred stock - $.10 par value, Authorized - 450,000 shares
None Issued
Series B convertible preferred stock - $.10 par value
Authorized - 50,000 shares, None issued
Common stock - $.01 par value, Authorized - 4,500,000
shares, Issued 2,499,000 shares $ 25,000 $ 25,000
Additional paid in capital $ 2,747,000 $ 2,747,000
Accumulated deficit ($3,175,000) ($2,725,000)
Treasury Stock, 163,243 shares ($ 41,000) ($ 41,000)
----------- -----------
Total stockholders' (deficiency)/equity ($ 444,000) $ 6,000
----------- -----------
TOTAL $ 2,447,000 $ 2,828,000
----------- -----------
(See Notes to Condensed Financial Statements)
GLOBUS GROWTH GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended May 31,
2004 2003
----------- -----------
Gain (loss) on investments:
Realized $ 16,000 $ 0
Unrealized ($ 378,000) $ 0
----------- -----------
Total ($ 362,000) $ 0
Dividend Income $ 0 $ 0
Consulting and other income - related party $ 0 $ 0
----------- -----------
TOTAL ($ 362,000) $ 0
----------- -----------
Expenses:
General and administrative $ 78,000 $ 73,000
Interest $ 10,000 $ 8,000
----------- -----------
TOTAL $ 88,000 $ 81,000
----------- -----------
Loss from operations before taxes ($ 450,000) ($ 81,000)
Benefit/(Provision) for taxes $ 0 $ 0
----------- -----------
Net Loss ($ 450,000) ($ 81,000)
----------- -----------
Net Loss per share of common stock -
Basic and diluted (Note 2) ($ 0.19) ($ 0.03)
Weighted Average Number of shares of
Stock Outstanding - Basic and diluted
(Note 2) 2,335,757 2,335,757
----------- -----------
(See Notes to Condensed Financial Statements)
GLOBUS GROWTH GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months
Ended May 31,
2004 2003
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($450,000) ($81,000)
Adjustments to reconcile net loss to net cash used in
operating activities:
Realized (gain) on investments ($ 16,000) $ 0
Unrealized loss on investments $ 378,000 $ 0
Increase in accounts payable, accrued expenses and
accrued interest on loans $ 36,000 $ 15,000
Decrease/(increase) in other assets $ 1,000 ($ 3,000)
--------- --------
Net cash used in operating activities ($ 51,000) ($69,000)
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments $ 23,000 $ 0
--------- --------
Net cash provided by investing activities $ 23,000 $ 0
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in cash overdraft ($ 8,000) ($ 3,000)
Increase in loans payable to shareholders $ 41,000 $ 72,000
--------- --------
Net cash provided by financing activities $ 33,000 $ 69,000
--------- --------
Net increase in cash $ 5,000 $ 0
Cash - beginning of period $ 0 $ 0
--------- --------
Cash - end of period $ 5,000 $ 0
--------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 0 $ 0
Income Taxes $ 0 $ 0
(See Notes to Condensed Financial Statements)
GLOBUS GROWTH GROUP, INC.
Notes to Condensed Financial Statements
(Unaudited) May 31, 2004
Note 1 - Basis of Condensed Information
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting of only normal
recurring accruals, necessary to present fairly the financial position as of May
31, 2004, the results of operations for the three months ended May 31, 2004 and
2003, and statements of cash flows for the three months ended May 31, 2004 and
2003.
The results of operations for the three months ended May 31, 2004 are not
necessarily indicative of the results to be expected for the full year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual report filed on Form 10-K for
the year ended February 29, 2004.
The balance sheet at February 29, 2004 has been derived from the Company's
audited balance sheet included in its Annual Report on Form 10-K.
Note 2 - Earnings Per Share
Per share data are based on the weighted average number of common shares
outstanding during the period.
Note 3 - Investments
As of February 29, 2004 and May 31, 2004, investments are carried at fair
value, which, for readily marketable securities, represents the last reported
sales price or bid price on the valuation date. Investments in restricted
securities and securities which are not readily marketable are carried at fair
value as determined in good faith by Management, in the case of interim
financial statements, and by the Board of Directors, in the case of year end
financial statements; in each instance, in the exercise of their respective
judgments, after taking into consideration various indications of value
available to them.
Note 4 - Subsequent Events
On June 8, 2004, the Company entered into a share exchange agreement
("Exchange Agreement") with China Biopharmaceuticals Holdings, Inc., a Delaware
corporation (the "China Holdings"), China Biopharmaceuticals Corp., a British
Virgin Islands company ("CBC"), the holding company which shall own a 90%
ownership interest in NanJing Keyuan Pharmaceutical R&D Co., Ltd. ("Keyuan"),
Keyuan, a company established in the People's Republic of China ("China") and
engaged in the drug discovery and manufacturing business in China and Peng Mao
as the sole shareholder of CBC (the "CBC Shareholder"). The closing provided for
by the Exchange Agreement is subject to the Company's due diligence review and
obtaining the necessary approvals for the transactions contemplated therein and
the approval of the majority of the shareholders of the Company. Pursuant to the
terms of the Exchange Agreement, CBC is to become a wholly-owned subsidiary of
China Holdings in consideration for the issuance to the CBC Shareholder of 90%
of the issued and outstanding shares of China Holdings common stock, on a fully
diluted basis. China Holdings shall in turn be issued 100% of the shares of
capital stock of CBC, on a fully diluted basis. Further, the Exchange Agreement
provides that the Company shall merge with and into China Holdings, pursuant to
an agreement and plan of merger, for the purpose of reincorporating the Company
in the State of Delaware (the "Merger"). The Merger is to become effective
immediately prior to the closing of the share exchange. As a result of the
transaction, the Company will issue to CBC Shareholders an amount of shares
equal to 90% of the Company.
On July 9, 2004, the Company filed with the SEC a Preliminary Information
Statement on Schedule 14C describing the transactions contemplated by the
Exchange Agreement and the Merger.
(Continued on next page)
GLOBUS GROWTH GROUP, INC. May 31, 2004
Notes to Condensed Financial Statements (Unaudited)
Note 3 - Investments (Continued)
May 31, February 29,
2004 2004
---- ----
No. No.
Shares Value Cost Shares Value Cost
------ ----- ---- ------ ----- ----
Common Stock
ExSAR Corp.* 33,333 $ 13,000 $ 13,000 33,333 $ 13,000 $ 13,000
Genitope Corporation 248,483 $2,238,000 $623,000 251,283 $2,623,000 $630,000
---------- -------- ---------- --------
Total Common Stock $2,251,000 $636,000 $2,636,000 $643,000
---------- -------- ---------- --------
Preferred Stock
ExSAR Corp. Series A Pfd.* 100,000 $ 150,000 $150,000 100,000 $ 150,000 $150,000
ExSAR Corp. Series B Pfd.* 10,000 $ 25,000 $ 25,000 10,000 $ 25,000 $ 25,000
---------- -------- ---------- --------
Total Preferred Stock $ 175,000 $175,000 $ 175,000 $175,000
---------- -------- ---------- --------
Total Investments $2,426,000 $811,000 $2,811,000 $818,000
---------- -------- ---------- --------
* Represent investments in restricted securities and securities which are not
readily marketable.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Prior to fiscal 1987, the Company was engaged in the camera and
photography business. On February 28, 1986, the Company sold its operating
business to an affiliated company and since that date the Company's principal
activity has been the making of investments in other companies.
At May 31, 2004, the Company had total assets of $2,447,000 compared to
total assets of $2,828,000 at February 29, 2004. Included in total assets were
investments of $2,426,000 at May 31, 2004 and $2,811,000 at February 29, 2004.
The decrease in investments is due to a decrease in the value of the Company's
investment in Genitope Corporation. Shareholders equity/(deficiency) was
($444,000) at May 31, 2004 and $6,000 at February 29, 2004. Operating expenses,
including interest charges, amounted to $78,000 for the three months ended May
31, 2004 and $73,000 for the three months ended May 31, 2003. (Loss) from
operations was $(450,000) for the three-month period ended May 31, 2004 compared
to ($81,000) for the three-month period ended May 31, 2003. Net (loss) per share
was $(0.19) for the three months ended May 31, 2004 compared ($0.03) for the
three months ended May 31, 2003. The weighted average number of shares of Common
Stock outstanding at May 31, 2004 and May 31, 2003 is 2,335,757.
Liquidity, Capital Resources and Other Matters Affecting Financial Condition
The near term liquidity of the Company, as well as its near term capital
resources position, are presently dependent upon the continued willingness, as
to which there can be no assurance whatsoever, of the members of the Globus
family who have made loans to the Company not to demand full or substantially
full repayment of such loans and to continue to make loans to the Company, if
necessary. Thus, loans payable, including accrued interest, to Mr. Stephen E.
Globus (his individual account) amounted to $219,000 at May 31, 2004, an
increase of $1,000 from $218,000 at February 29, 2004. This increase is due to
an increase in accrued interest of approximately $1,000. Loans payable,
including accrued interest, to Mr. Richard D. Globus (his individual account)
remained the same at $1,000 at May 31, 2004 and February 29, 2004. Loans payable
to Messrs. Stephen E. and Richard D. Globus (a separate joint account),
including accrued interest, amounted to $250,000 at May 31, 2004, an increase of
$2,000 from $248,000 at February 29, 2004. This increase is due to an increase
in accrued interest of approximately $2,000. At May 31,2004, loans payable,
including accrued interest, to another member of the Globus family, Ms. Jane
Globus (the mother of Stephen E. and Richard D. Globus), amounted to
approximately $801,000, an increase of $48,000 from $753,000 at February 29,
2004. This increase was due to an increase of $41,000 in additional loans used
for operating expenses and an increase of $7,000 in accrued interest. At May 31,
2004, unpaid salary owing to Mr. Stephen E. Globus was $791,000, and unpaid
salary owing to Mr. Richard D. Globus and his designee was $760,000; so that at
such date the total of monies owed to Messrs. Stephen E. Globus, Richard D.
Globus and Ms. Jane Globus aggregated approximately $2,822,000.
Samuel T. Globus and Dorothy S. Globus, the adult children of Stephen E. Globus,
own 22,617 and 22,222 shares, respectively, of Genitope Corporation, which was
purchased from Genitope's private offering finalized in June of 2003.
The present liquidity and capital resources position of the Company necessarily
adversely affects the financial condition of the Company and its ability to make
new investments. In such connection it must be noted that: the profitability of
a BDC, like the Company, is largely dependent upon its ability to make
investments and upon increases in the value of its investments; and a BDC is
also subject to a number of risks which are not generally present in an
operating company, and which are discussed generally in Item 1 of the Company's
10K Report for its fiscal year ended February 29, 2004 to which Item reference
is hereby made. Reference is also made to Item 1 and Item 7 of such Report and
to the Financial Statements and notes contained in such Report for information
concerning the Company's investments and its financial condition.
On June 8, 2004, the Company entered into a share exchange agreement ("Exchange
Agreement") with China Biopharmaceuticals Holdings, Inc., a Delaware corporation
(the "China Holdings"), China Biopharmaceuticals Corp., a British Virgin Islands
company ("CBC"), the holding company which shall own a 90% ownership interest in
NanJing Keyuan Pharmaceutical R&D co., Ltd. ("Keyuan"), Keyuan, a company
established in the People's Republic of China ("China") and engaged in the drug
discovery and manufacturing business in China and Peng Mao as the sole
shareholder of CBC (the "CBC Shareholder"). The closing provided for by the
Exchange Agreement is subject to the Company's due diligence review and
obtaining the necessary approvals for the transactions contemplated therein.
Pursuant to the terms of the Exchange Agreement, CBC is to become a wholly-owned
subsidiary of China Holdings in consideration for the issuance to the CBC
Shareholder of 90% of the issued and outstanding shares of China Holdings common
stock, on a fully diluted basis. China Holdings shall in turn be issued 100% of
the shares of capital stock of CBC, on a fully diluted basis. Further, the
Exchange Agreement provides that the Company shall merge with and into China
Holdings, pursuant to an agreement and plan of merger, for the purpose of
reincorporating the Company in the State of Delaware (the "Merger"). The Merger
is to become effective immediately prior to the closing of the share exchange.
As a result of the transaction, the Company will issue to CBC Shareholders an
amount of shares equal to 90% of the Company.
On July 9, 2004, the Company filed with the SEC a Preliminary Information
Statement on Schedule 14C describing the transactions contemplated by the
Exchange Agreement and the Merger.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
As of July 20, 2004, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of July 20 , 2004. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to July 20, 2004.
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit A (next page)
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this Report is filed.
Exhibit A
July 20, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Globus Growth Group, Inc.
File No. 0-9987
Dear Sirs,
We refer to the accompanying periodic report on Form 10-Q. To the best of
the knowledge of each of the undersigned, this report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
The information contained in this report fairly presents in all material
respects the Registrant's financial condition and results of operations as of
the periods stated.
Very truly yours,
/s/ Stephen E. Globus
Stephen E. Globus
Chief Executive Officer
/s/ Lisa M. Vislocky
Lisa M. Vislocky
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 20, 2004
GLOBUS GROWTH GROUP, INC.
(Registrant)
/s/ Stephen E. Globus
STEPHEN E. GLOBUS
Chairman of the Board,
(Chief Executive Officer)
/s/ Lisa M. Vislocky
LISA M. VISLOCKY
Vice President
(Chief Financial Officer)