U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

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

For Fiscal Year Ended: December 31, 2002

or

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

 

For the transition period from ________________ To ___________________

          

Commission file number: 0-27737

Canglobe International, Inc.

(Name of small business issuer in its charter)

                      

Nevada

                                                                                                                            

77-0454856

State or other jurisdiction of                                                                                            (I.R.S. Employer

incorporation or organization                                                                                            Identification No.)

 

700 Ioco Road, Coquitlam, B.C., Canada V3H 2W8

(Address of principal executive offices) (Zip code)

Red Butte Energy, Inc., Suite #700-509 Richards St., Vancouver, B.C., Canada, V6B 2Z6

(Former name and former address)

Issuer's telephone number

(604) 461-4946

Securities registered under Section 12(b) of the Act: NONE

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

Common Stock, par value $.001

(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 the past 90 days. Yes   X   No         

Check if there is no disclosure of delinquent filers pursuant 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this form 10-KSB. [ ]

 

            

State issuer's revenues for its most recent fiscal year.   $    0

            

As of December 31, 2002, there were 2,350,007 shares of the Registrant's common stock, par value $0.001, issued and outstanding. The aggregate market value of the Registrant's voting stock held by non-affiliates of the Registrant: as of December 31, 2002 was $415,000.

DOCUMENTS INCORPORATED BY REFERENCE

            

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE

Transitional Small Business Disclosure Format (check one): Yes        ; NO  X  

TABLE OF CONTENTS

Item Number and Caption

PART I

Item 1.Description of Business

Item 2.Description of Property

Item 3.Legal Proceedings

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

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

Item 6. Management's Discussion and Analysis or Plan of Operations

Item 7. Financial Statements

Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

PART III

 

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

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

 

Item 13. Exhibits and Reports on Form 8-K

PART I

                                                                                                                                                            

ITEM 1.    DESCRIPTION OF BUSINESS

 

General

Beginning in late 2001 and continuing through early 2002, we entered into a series of transactions culminating in a thrust into the natural resources business environment. As well on the same date the Company changed it's name to Red Butte Energy, Inc. The Company formerly was an Internet destination providing comminity, content and commerce for the sportbike and motorcycle enthusiast. The eSportbike.com website was a location where individuals could create their own websites, publish pictures of their bikes, share information, communicate, shop and discover meaningful, relevant content targeted to their specific interests.  The Company discontinued this activity during the fourth quarter of 2001.

 

On April 18, 2002 the Company entered into a letter of intent to acquire an undivided 50% interest in the Coal Creek

Basin and adjacent properties in McBrien Twp., Ontario, Canada. The Company ultimately abandoned that project when the claims did not contain the estimated resources.

 

The Company  has subsequently determined that it will enter into the tire recycling and rubber reclamation industry, based upon licensed technology available from its largest shareholder, Canglobe Development, Inc. Canglobe Development has a patented process of devulcanizing rubber and reactivating the crumb rubber resulting from the majority of tire shredding activities.

On March 19, 2002, we amended our Articles of Incorporation to change our name from "eSportbike.com, Inc." to "Red Butte Energy, Inc." The purpose of this amendment was to reflect the scope and type of our business activities. At the same time, we effected a reduction in our outstanding capitalization by effecting a "reverse split" pursuant to which we issued one share of our common stock in exchange for every eight (8) outstanding shares of our common stock. As a result of the reverse split, the number of issued and outstanding shares of our common stock was reduced from 16,400,000 share to 2,050,000 shares. The rights and preferences of our common stock were not modified or amended in connection with the reverse split and the Company's trading symbol was changed to "RDBT".  On January 16, 2003, the Company again changed its name from Red Butte to Canglobe International, Inc. and the trading symbol changed to "CGLB".

During the period covered by this report, we conducted only minimal business operations, we engaged in research activities or related development to explore the tire recycling industry, and did not expend any amounts on plant or project development.  We currently have no employees. Certain administrative services relating to our minimal operations were provided by employees of our majority shareholders.  No actual recycling activities have been undertaken as yet.

History

            

Company was organized as Morenci Corp., a Nevada Corporation, for the purpose of creating a corporate vehicle to seek, investigate and, where appropriate, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek perceived advantages of a publicly held corporation.

Morenci was incorporated on April 7, 1997 and was formed specifically to be a "clean public shell." for the purpose of either merging with or acquiring an operating company. The Company ceased all activities from October 29, 1996 to July 9, 1999 and was considered dormant. On July 9, 1999, the Company obtained a certificate of renewal from the State of Nevada. On March 2, 2000 the Company entered into an agreement whereby the Company, in a reverse merger, purchased the assets of eSportbike.com, Inc. The Company also changed its name to eSportbike.com, Inc. From March 2, 2000 to October 2001 the Company operated an internet web site in the sport bike industry. On March 19, 2002 the Company changed its name to Red Butte Energy, Inc. and on January 16, 2003 to Canglobe International, Inc.

The Company's authorized capital is 100,000,000 shares of common stock, par value $0.001 per share. It is quoted and traded from time to time on the National Association of Security Dealers, Inc. (the "NASD's") OTC Bulletin Board Under the symbol "CGLB"

The executive offices of the Company are located at 700 Ioco Road, Coquitlam, B.C. Canada V3H 2W8. Its telephone number is (604) 461-4946.

OPERATING LOSSES

The Company has incurred net losses of approximately $228,000 and $20,000 for the fiscal years ended December 31, 2002 and December 31, 2001, respectively. Such operating losses reflect developmental and other start-up activities. The Company expects to incur losses in the near future. The Company's operations are subject to numerous risks associated with establishing any new business, including unforeseen expenses, delays and complications. There can be no assurance that the Company will achieve or sustain profitable operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

The Company was not in full operations during 2002 and 2001 and thus, the revenues generated are not representative of those that will be generated once the Company becomes fully operational. Revenues are not yet sufficient to support the Company's operating expenses and are not expected to reach such levels during 2002. Since the Company's formation, it has funded its operations and capital expenditures primarily through private placements of debt and equity securities. See "Recent Sales of Unregistered Securities." The Company expects that it will be required to seek additional financing in the future. There can be no assurance that such financing will be available at all or available on terms acceptable to the Company.

GOVERNMENT REGULATION

The Company is subject to all pertinent Federal, State, and Local laws governing its business. The Company is subject to licensing and regulation by a number of authorities in its Province (State) or municipality. These may include health, safety, and fire regulations. The Company's operations are also subject to Federal and State minimum wage laws governing such matters as working conditions and overtime.

RISK OF LOW-PRICED STOCKS

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") impose sales practice and disclosure requirements on certain brokers and dealers who engage in certain transactions involving "a penny stock."

Currently, the Company's Common Stock is considered a penny stock for purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed on certain brokers and dealers could impede the sale of the Company's Common Stock in the secondary market. In addition, the market liquidity for the Company's securities may be severely adversely affected, with concomitant adverse effects on the price of the Company's securities.

            

Under the penny stock regulations, a broker or dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker or dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker or dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission (the "SEC") relating to the penny stock market, unless the broker or dealer or the transaction is otherwise exempt. A broker or dealer is also required to disclose commissions payable to the broker or dealer and the registered representative and current quotations for the Securities. In addition, a broker or dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

THE VOLATILITY OF OUR STOCK PRICE

            

Our quarterly operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control. These factors include:

 

    -    The amount and timing of orders for our services or products;

 

    -    Disruptions in the supply of delivering services or products;

 

    -    Seasonal variations in the sale of our services or products; and

 

    -    General economic conditions.

LACK OF TRADEMARK AND PATENT PROTECTION

            

The Company relies on a combination of trade secret, copyright and trademark law, nondisclosure agreements and technical security measures to protect its products. Notwithstanding these safeguards, it is possible for competitors of the company to obtain its trade secrets and to imitate its products. Furthermore, others may independently develop products similar or superior to those developed or planned by the Company.

COMPETITION

            

The Company faces competition from a wide variety of rubber recyclers, tire shredders and waste processors, many of which have substantially greater financial, marketing, and technological resources than we have.  We believe, however, that numerous opportunities for development and participation in devulcanized, reactivated rubber abound, and are virtually unlimited in the near term, as the only known patent for the company's devulcanization process is held by our majority shareholder, Canglobe Development, Inc.

EMPLOYEES

            

As of April 1, 2003, the Company had no employees.

                                                                                                                                                            

ITEM 2.    DESCRIPTION OF PROPERTY

            

Since 1997 all administrative activities of the Company have been conducted by corporate officers from either their home or business offices. Currently, there are no outstanding debts owed by the Company for the use of these facilities and there are no commitments for future use of the facilities.

            

Since March 2001, the Company has been using office space provided by Public Idea Capital Ltd., on a gratis basis. Charles Spooner shareholder and director of the Company is also a shareholder and director of public Idea Capital Ltd.

 

ITEM 3.    LEGAL PROCEEDINGS

            

Not Applicable.

                                                                                                                                                            

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            

No matters were subject to a vote of security holders during the year 2002.

                                                                     

PART II

                                                                                                                                                           

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

            

The Company's Common Stock is traded from time to time on the NASD's OTC Bulletin Board under the symbols "ESPB," "RDBT," and "CGLB". The following table presents the high and low bid quotations for the Common Stock as reported by the NASD for each quarter during the last two years. Such prices reflect inter-dealer quotations without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions.

DIVIDENDS

The Company has never declared or paid any cash dividends. It is the present policy of the Company to retain earnings to finance the growth and development of the business and, therefore, the Company does not anticipate paying dividends on its Common Stock in the foreseeable future.

            

The number of shareholders of record of the Company's Common Stock as of December 31, 2002 was approximately 38.

RECENT SALES OF UNREGISTERED SECURITIES

           

In connection with organizing the Company, on April 18, 1997, twenty-eight persons consisting of its officers, directors, and other individuals were issued a total of 1,000 shares of Common Stock at a value of $.001 per share. On May 6, 1999, those outstanding shares were forward split 1,000 to 1, resulting in a total of 1,000,000 shares outstanding.

            

On February 23, 2000, Mr. Daniel L. Hodges returned 800,000 shares to the treasury and the shares were canceled, resulting in 200,000 remaining shares outstanding.

On February 23, 2000 the Company declared a forward split 27 to 1, resulting in a total of 5,400,000 shares outstanding.

            

On March 20, 2000, the Company issued 5,000,000 shares of the Company's common stock to each of Robert E. McLachlan and Kent Courtice and 1,000,000shares to M. Gregg Marshall for services to the Company as officers and directors.

            

On March 13, 2001, Robert Mclauchlan and Kent Courtice each transferred 5,000,000 shares of the Company's common stock to Sinoray. In exchange, Xue Ming Liang and Public Idea Capital Ltd. assumed two hundred and twenty thousand dollars in debt that the Company owed to McLauchlan and Courtice.

 

On MArch 5, 2003, the Company issued 150,000 shares to each of 2 consultants, Ian Stuart and Chris Stewart, in exchange for services rendered, and subsequently registered these shares on Form S-8 on June 18, 2002.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

             

The following information should be read in conjunction with the information in Item 7, Financial Statements, and other information regarding our financials performance for the period covered by this report included elsewhere in this report. The following discussions and other parts of this report may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in those forward-looking statements. Factors that might cause such differences include, but are not limited to, our history of unprofitability and the uncertainty of our profitability, our ability to develop and introduce new services and products, the uncertainty of market acceptance of those services or products, our potential reliance on collaborative partners, our limited sales and marketing experience, the highly competitive industries in which we operate and general economic and business conditions, some or all of which may be beyond our ability to control.

                                                             

            

Plan of Operations -  The Company was organized for the purpose of creating a corporate vehicle to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek perceived advantages of a publicly held corporation.

The Company may incur significant post-merger or acquisition registration costs in the event management wishes to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition including the costs of preparing post- effective amendments, Forms 8-K, agreements and related reports and documents.

            

The Company will not have sufficient funds (unless it is able to raise funds in a private placement) to undertake any significant development, marketing and manufacturing of the products acquired. Accordingly, following the acquisition, the Company will, in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which the Company may be required to give up a substantial portion of its interest in the acquired product. There is no assurance that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of any products acquired.

     

On March 19, 2002 the Board of Directors approved a 1 for 8 reverse stock split. As well on the same date the Company changed it's name to Red Butte Energy, Inc.

            

The Company will not proceed with the development of any software business in Asia. Similarly the Company has decided not to operate any web based business related to sportbikes or any other products. The Company will concentrate on opportunities in the tire reclamation and rubber recycling industries.

         

Results of Operations - From April 7, 1997 to July 9, 1999 the Company was an inactive corporation. From July 9, 1999 the Company was a development stage company and had not begun principal operations. During 2001 and 2000 the Company attempted to provide an internet web site that has since proved uneconomical and has been abandoned. Accordingly, comparisons with prior periods are not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

The Company has met its capital requirements through the sale of its Common Stock .

Since the Company's re-activation in July 9, 1999, the Company's principal capital requirements have been the funding of the development of the Company.

The Company expects future development and expansion will be financed through cash flow from operations and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities. There are no assurances that such financing will be available on terms acceptable or favorable to the Company.

Government Regulations - The Company is subject to all pertinent Federal, State, and Local laws governing its business. The Company is subject to licensing and regulation by a number of authorities in its Province (State) or municipality. These may include health, safety, and fire regulations. The Company's operations are also subject to Federal and State minimum wage laws governing such matters as working conditions and overtime.

                                                                                                                                                            

ITEM 7.    FINANCIAL STATEMENTS                                                      

            

The financial statements of the Company and supplementary data are included beginning immediately following the signature page to this report. See Item 13 for a list of the financial statements and financial statement schedules included.

                                                                                                                                                            

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

As a result of the previously reported change of control the registrant engaged a new independent accountant as the principal accountant to audit the registrant's financial statements. The new independent accountant is Robison, Hill & Co., Certified Public Accountants. The change in accountants, which was effective April 20, 2002 was recommended by the registrant's chief financials officer and approved by the Board of Directors.

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices, financial statements disclosure or auditing scope or procedure.

Prior to the new engagement, the registrant had not consulted the new accountant regarding: (I) the application of accounting principles to a specific completed or contemplated transactions, or the type or audit opinion that might be rendered on the financial statements, or any advice as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement with the previous accountants.

            

The registrant has provided the former accountant James Stafford, Chartered Accountant with a copy of the disclosures it is making in response to this item in this Form 10-KSB and has requested the former accountant to furnish a letter addressed to the Securities and Exchange Commission stating whether the former accountant agrees with the statements made and, if not, stating the respects in which it disagrees. The registrant will file the letter as an exhibit to an amendment to this Form 10-KSB.

PART III

 

ITEM 9.    DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Executive Officers and Directors

The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. On October 22, 2002, when Canglobe Development acquired 1,250,000 shares of the Company's common stock from Sinoray Technology, Chris Stewart was appointed to the Board of Directors, and Xue Ming Liang resigned.  On January 30, 2003, three additional directors were appointed: Veronica Norris, Dr. Willi Neumann and Harry McKiners.  Chris Stewart resigned on March 3, 2002, leaving the board with four members until Mach 2003 when Heinz Leuders was appointed President and Director of the Company.  The following table sets forth the name, age, and position of each executive officer and director of the Company:

Director's Name	Age	Office	Term Expires
Heinz Leuders	65	President and Director	next annual meeting
Veronica Norris	37	Director	next annual meeting
Dr. Willi Neumann	62	Director	next annual meeting
Harry McKinders	66	Director	next annual meeting
Charles Spooner	51	Secretary/Treasurer/Director	next annual meeting

 

Set forth below is certain biographical information, present occupation and business experience for the past five years of each director and executive officer of the Company. Officers of the Company are elected by the Board of Directors and hold office until their successors are chosen and qualified, until their death or until they resign or have been removed from office. All corporate officers serve at the discretion of the Board of Directors.

           

Veronica Norris, 37, joined the Company as a member of the Board of Directors in January 2003. She has been the owner/operator of Norris Outdoor Advertising, Ltd. since 2001.  This company specialized in outdoor advertising in 300 locations for approximately 50 clients.  Prior to purchasing this business, she was a Senior Consultant for the Children's Services Department of the Government of Alberta. Veronica Norris is the spouse of Hon. Mark Norris, Minister of Economic Development, Government of Alberta.

            

Charles Spooner joined the Company as a member of the Board of Directors in March 2000. He has been President and Director of Sonrae Corporation since 1982. Sonrae Corporation is a private investment company with interests in consulting, hospitality, oil and gas and real estate. Since October 2000 he is also a shareholder and director of Public Idea Capital Ltd., a private management consulting company and subsidiary of Sonrae Corporation.

            

Harry McKinders, 66, joined the Company as a member of the Board of Directors on January 2003.  He has broad experience in the investment field, providing consulting services to numerous public and private companies over the past 35 years. Prior to this business experience, he was an account executive with Burns Brothers and Denton Ltd. (now BMO Nesbitt Burns). Since 1995, he is President of McKinders Financial Corporation, and he is the general manager of Rembrandt Enterprises Ltd. Also since 1995, he has served as a Director of Solid Resources Ltd and Luxor Developments, Inc. both listed on the TSX exchange.

 

Dr. Willi Neumann, 62, joined the Company as a member of the Board of Directors in January 2003.  Since 1999 he has been Director of Research with Canglobe Development Europe GmbH, in Berlin, Germany.  From 1994 to 1999, Dr. Neumann was Director of Research for Holzmann System-und Umwelttechnik GmbH in Rain/Lech Germany. Dr. Neumann headed the team of scientists who developed and patented the technology for de-vulacanizing rubber powder produced from the recycling of used tires.

 

Heinz Leuders, 65, was appointed the President and Director of the Company in March 2003.  Since 1996, he has been President and CEO of Canglobe Development, Inc. in Edmonton, AB, Canada.  Canglobe Development, Inc. is the Company's majority shareholder and owns the patented technology for de-vaulcanizing rubber powder produced from the recycling of used tires.

Conflicts of Interest

Certain conflicts of interest existed at December 31, 2002 and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.

Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interests between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and failure by management to conduct the Company's business in the Company's best interest may result in liability to the management. The officers and directors are accountable to the Company as fiduciaries, which means that they are required to exercise good faith and integrity in handling the Company's affairs. Shareholders who believe that the Company has been harmed by failure of an officer or director to appropriately resolve any conflict of interest may, subject to applicable rule of civil procedure, be able to bring a class action or derivative suit to enforce their rights and the Company's rights.

Board Meetings and Committees

            

The Directors and Officers will not receive remuneration from the Company until a subsequent offering has been successfully completed, or cash flow from operating permits, all in the discretion of the Board of Directors. Directors may be paid their expenses, if any, of attendance at such meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. No compensation has been paid to the Directors. The Board of Directors may designate from among its members an executive committee and one or more other committees. No such committees have been appointed.

Compliance with Section 16(a) of the Exchange Act

            

Based solely upon a review of forms 3, 4, and 5 and amendments thereto, furnished to the Company during or respecting its last fiscal year, no director, officer, beneficial owner of more than 10% of any class of equity securities of the Company or any other person known to be subject to Section 16 of the Exchange Act of 1934, as amended, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act for the last fiscal year.

 

ITEM 10.    EXECUTIVE COMPENSATION

                                                                   

None of the executive officer's salary and bonus exceeded $100,000 during any of the Company's last two fiscal years.

 

ITEM 11.    SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

       

The table below sets forth information as to each person owning of record or who was known by the Company to own beneficially more than 5% of the 2,050,000 shares of issued and outstanding Common Stock of the Company as of April 20, 2002 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.

Name and Address
of Beneficial Owners /	Nature of	Shares
Directors	Ownership	Owned	Percent
Canglobe Development, Inc.	common stock	1,250,000*	53.2%
10458 Mayfield Road, Suite 206
Edmonton, Alberta
Canada T5P 4P4
Charles Spooner	common stock	60,250	2.60%
Suite #700-509 Richards St.,
Vancouver, B.C., Canada, V6B 2Z6
		-	-
All Executive Officers
and Directors as a Group
	common stock	1,310,250	55.8%

 

 

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 10, 2002, the majority shareholders of Sinoray Technology entered into an agreement with Canglobe Development, Inc. to acquire their shares of the Company. This transaction closed on or before October 22, 2002. In exchange for the shares Canglobe Development, Inc. will pay to the Sinoray a total of $300,000 plus the costs associated with the transaction.

            

Mr. Heinz Lueders is a controlling shareholder of Canglobe Development and Charles Spooner is a shareholder and director of Public Idea Capital Ltd.  As a result of the transfer Canglobe Development now owns a controlling interest in the Company. Under Rule 405 promulgated under the Securities Act of 1933, Mr. Lueders and Mr. Spooner may be deemed to be a promoter of the Company. No other persons are known to Management that would be deemed to be promoters.

 

ITEM 13.    EXHIBITS, AND REPORTS ON FORM 8-K

      

(a)    The following documents are filed as part of this report.

 

1.    Financial Statements

 

CANGLOBE INTERNATIONAL, INC

(Formerly Red Butte Energy, Inc.

(A Development Stage Company)

INDEPENDENT ACCOUNTANTS' REPORT

DECEMBER 31, 2002 AND 2001

CONTENTS

                                                                                                                                                

Page

                         

 

Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F - 1

Balance Sheets

  December 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F - 2

Statements of Operations for the

  Years Ended December 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F - 3

Statement of Stockholders' Equity

 Since April 7, 1997 (inception) to December 31, 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F - 4

Statements of Cash Flows for the

  Years Ended December 31, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F - 5

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F - 6

 

 

INDEPENDENT AUDITOR'S REPORT

 

 

Canglobe International, Inc.

(Formerly Red Butte Energy, Inc.)

(A Development Stage Company)

 

            

We have audited the accompanying balance sheet of Canglobe International, Inc. (formerly Red Butte Energy Inc.) (a development stage company) as of December 31, 2002 and 2001 and the related statements of operations and cash flows for the two years then ended and the statement of stockholders' equity from April 7, 1997 (inception) to December 31, 2002. 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 audit.

            

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Canglobe International, Inc. (formerly Red Butte Energy Inc.) (a development stage company) as of December 31, 2002 and 2001 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

             

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operation and has a deficit in stockholders' equity as of December 31, 2002 that together raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

 

                                                                                    

Respectfully submitted

 

                                                                                    

/s/ Robison, Hill & Co.

                                                                                    

Certified Public Accountants

 

Salt Lake City, Utah

April 14, 2003

 

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

BALANCE SHEETS

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

 

                                                                                                                                   

 

The accompanying notes are an integral part of these financial statements.

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

SINCE APRIL 7, 1997 (INCEPTION) TO DECEMBER 31, 2002

 

The accompanying notes are an integral part of these financial statements.

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

The accompanying notes are an integral part of these financial statements.

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2002 AND 2001

 

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

             

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

 

Several conditions and events cast doubt about the Company's ability to continue as a "going concern". The Company has incurred net losses of approximately $506,000 for the period from April 7, 1997 (inception) to December 31, 2002, has a liquidity problem, and requires additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.

 

The Company's ability to survive will depend on numerous factors including, but not limited to, the Company's receiving continued financial support, completing public equity financing, or generating profitable operations in the future.

            

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a "going concern". While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the "going concern" assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.

            

If the Company were unable to continue as a "going concern", then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

 

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            

This summary of accounting policies for Canglobe International, Inc. (formerly Red Butte Energy, Inc.) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

 

Organization and Basis of Presentation

            

The Company was incorporated under the laws of the State of Nevada on April 7, 1997. The Company ceased all operating activities during the period from April 7, 1997 to July 9, 1999 and was considered dormant. On July 9, 1999, the Company obtained a Certificate of renewal from the State of

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2002 AND 2001

(Continued)

 

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Organization and Basis of Presentation (continued)

 

Nevada. During 2000 the Company developed an Internet website which provided community, content and commerce for the sportbike and motorcycle enthusiast. During November 2001 the Company abandoned the internet business and since December 2001, the Company is in the development stage, and has not commenced planned principal operations. On March 19, 2002 the Company's name was changed from eSportbike.com, Inc. to Red Butte Energy, Inc. to reflect the new focus of the Company. On January 16, 2003, the Company changed its name to Canglobe International, Inc.

 

Nature of Business

 

The company has no products or services as of December 31, 2002. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

 

Pervasiveness of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

 

Revenue is recognized as services are performed

 

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2002 AND 2001

(Continued)

 

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loss per Share

 

Basic loss per share has been computed by dividing the loss for the year applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding at December 31, 2002 and 2001.

 

Foreign Currency Translation

         

The functional currency of the Company is Canadian dollars. Balance sheet accounts are translated to U.S. dollars at the current exchange rate as of the balance sheet date. Income statement items are translated at average exchange rates during the period. The resulting translation adjustment is recorded as a separate component of stockholders' equity.

 

Reclassifications

          

Certain reclassifications have been made in the 2001 financial statements to conform with the 2002 presentation.

 

Advertising Expense

        

Advertising costs are expensed when the services are provided..

 

Income Taxes

        

The Company has a net operating loss for income taxes. Due to the regulatory limitations in utilizing the loss, it is uncertain whether the Company will be able to realize a benefit from these losses. Therefore, a deferred tax asset has not been recorded. There are no significant tax differences requiring deferral.

 

Concentrations of Credit Risk

            

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2002 AND 2001

(Continued)

 

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Depreciation

            

Fixed assets are stated at cost. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

 

            

Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.

 

NOTE 3 - COMMITMENTS

 

As of December 31, 2002 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.

 

NOTE 4 - STOCK SPLIT

 

On May 6, 1999 the Board of Directors authorized 1,000 to 1 stock split, changed the authorized number of shares to 100,000,000 shares and the par value to $.001 for the Company's common stock. As a result of the split, 999,000 shares were issued.

 

On February 23, 2000 the Board of Directors authorized the acceptance of 800,000 shares of restricted common stock returned to the Company by and on behalf of Mr. Daniel L. Hodges, formerly the sole Officer and Director of the Company. The 800,000 shares were canceled immediately upon receipt. Also on February 23, 2000 the Board of Directors authorized a 27 to 1 stock split. As a result of this split the Company issued 5,200,000 shares of common stock.

 

 

CANGLOBE INTERNATIONAL, INC

(formerly Red Butte Energy, Inc)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2002 AND 2001

(Continued)

 

 

NOTE 4 - STOCK SPLIT

(Continued)

 

On March 19, 2002 the Board of Directors approved a 1 for 8 reverse stock split. All references in the accompanying financial statements to the number of common shares and per-share amounts have been restated to reflect the stock split and cancellation of shares.

 

NOTE 5 - COMMON STOCK TRANSACTIONS

 

On June 24, 2002, the Company issued 300,000 shares of common stock for $198,000 in consulting services to be performed over a six month period.

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2.    Financial Statement Schedules

 

The following financial statement schedules required by Regulation S-X are included herein:

 

    All schedules are omitted because they are not applicable or the required information is shown in the financial

statements or notes thereto.

 

3.    Exhibits

 

The following exhibits are included as part of this report:

 

Exhibit Number                                 Title of Document                       

2.1                               Change in Control Agreement dated January 15, 2001 (1)

3.1                               Articles of Incorporation (2)

3.2                               Amended Articles of Incorporation (2)

3.3                               Amended Articles of Incorporation (Changing name to Canglobe International, Inc.)

3.4                               Bylaws (2)

 

(1)    Incorporated by reference to the Company's quarterly report on Form 10-QSB filed on May 21, 2001.

 

(2)    Incorporated by reference to the Company's quarterly report on Form 10-SB filed on October 20, 1999.

SIGNATURES

            

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized.

Canglobe International, Inc.

 

Dated: April 29, 2003

                         

By: /s/ Veronica Norris

Veronica Norris

Director

 

By: /s/ Charles Spooner

Charles Spooner

Director, Treasurer, Secretary

 

By: /s/ Willi Neumann

Willi Neumann

Director

 

By: /s/ Harry McKinders

Harry McKinders

Director

 

By: /s/ Heinz Leuders

Heinz Leuders

President and Director

            

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 29^th day of April 2003.

By: /s/ Veronica Norris

Veronica Norris

President and Director

 

By: /s/ Charles Spooner

Charles Spooner

Director, Treasurer, Secretary

 

By: /s/ Willi Neumann

Willi Neumann

Director

 

By: /s/ Harry McKinders

Harry McKinders

Director

 

By: /s/ Heinz Leuders

Heinz Leuders

President and Director

 

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Exhibit 99.1

 

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Veronica Norris provides the following certification.      I, Veronica Norris, Director of Canglobe International, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April  29, 2003	/s/ Veronica Norris
	Veronica Norris, President and Director

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Exhibit 99.1

 

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Charles Spooner provides the following certification.      I, Charles Spooner, Secretary, Treasurer and Director of Canglobe International, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April  29, 2003	/s/ Charles Spooner
	Charles Spooner, Secretary/Treasurer and Director

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Exhibit 99.1

 

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Willi Neumann provides the following certification.      I, Willi Neumann, a Director of Canglobe International, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April  29, 2003	/s/ Willi Neumann
	Willi Neumann, Director

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Exhibit 99.1

 

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Harry McKinders provides the following certification.      I, Harry KcKinders, a Director of Canglobe International, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April  29, 2003	/s/ Harry McKinders
	Harry McKinders, Director

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Exhibit 99.1

 

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Heinz Leuders provides the following certification.      I, Heinz Leuders, President and Director of Canglobe International, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April 29, 2003	/s/ Heinz Leuders
	Heinz Leuders, President and Director

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