UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2001
                          ----------------

                                       OR

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from  ______________ to ______________

                         Commission file number 0-25614

                              GLOBUS WIRELESS, LTD.
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             (Exact name of Registrant as specified in its charter)

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<S>                                                                                  <C>
                             Nevada                                                  88-0228274
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                (State or Other Jurisdiction of                                   (I.R.S. Employer
                 Incorporation or Organization)                                  Identification No.)


                         1955 Moss Court
              Kelowna, British Columbia, Canada                                               V1Y 9L3
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           (Address of Principal Executive Offices)                                         (Zip Code)
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                                 (250) 860-3130
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                 Issuer's Telephone Number, Including Area Code)

         Securities Registered under Section 12(b) of the exchange Act:
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<S>                                                                  <C>
                                                                     Name of Each Exchange
           Title of Each Class                                        on Which Registered
                   None
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         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, $.001 par value per share
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                                (Title of Class)

          Warrants to purchase common stock, $.001 par value per share
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                                (Title of Class)

<PAGE>
         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

         Indicate by check mark if 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. _____

         The issuer's revenues for its most recent fiscal year. $18,698,188.

         The aggregate market value of the voting and non-voting common stock
held by non-affiliates of the registrant computed by reference to the price at
which the common stock was sold as of January 23, 2002 was: $224,818.

         The number of shares outstanding of the registrant's Common Stock
outstanding as of January 23, 2002 was 27,467,234.

DOCUMENTS INCORPORATED BY REFERENCE:

     Part III
(1)      Incorporated by referenced to the Form 10-SB File # 0-25614.


         Transitional Small Business Disclosure Format:  Yes ______; No X
                                                                        --------


<PAGE>

                                     PART I

FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements. This report includes both historical and
forward-looking statements. Any forward-looking statements contained herein are
based on Globus Wireless Ltd.'s (the Company) current expectations and
projections about future events. All forward-looking statements are subject to
risks, uncertainties, and assumptions about the Company, including anticipated
growth strategies, anticipated trends in the business, including trends in
technology and growth of the wireless communication industry, and future
business directions for the Company and associated financial commitments.

Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Company's actual results may differ
materially from those described in this report as anticipated, believed,
estimated or expected. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in this section as
well as in the section entitled Management's Discussion and Analysis of
Financial Condition and Results of Operations.

ITEM 1. DESCRIPTION OF BUSINESS.

                                    BUSINESS

Overview

Globus Wireless, Ltd., with its wholly owned subsidiaries Celltech Research
Inc.,  Globus  Wireless  Canada Ltd.,  Globus On-Line Inc., and Globus  Wireless
Korea Ltd.  designs,  engineers,  and  markets  wireless  devices  products  and
technologies. We are focused on delivery of products that are relevant to market
needs that address the health and safety  issues for wireless  devices.  We have
two primary objectives:

o To become a profitable design and development company of relevant,
proprietary, patented wireless technologies that increase user safety and/or
performance;

o To sell worldwide, renowned quality, high performance wireless products with
Globus branded proprietary technology;

Our primary business focus is the wireless field of specific absorption rate
("SAR") research and engineering. We maintain corporate offices as well as head
offices for Globus Wireless Canada and our research center, Celltech Research,
at 1955 Moss Court, Kelowna, British Columbia, Canada V1Y 9L3. Our registered
offices in the United State are Ste 220 - 1495 Ridgeview Reno, NV.

Our common shares currently are traded on the NASD Over-The-Counter market under
the trading symbol GBWL.

Our subsidiaries and the percentage of voting shares that we beneficially own
are as follows:



 Name of Subsidiary (Jurisdiction)                            Ownership
 --------------------------------                             ---------
 Celltech Research, British Columbia                            100%
 Globus Wireless Canada, Ltd., Federal                          100%
 Globus Online Inc., Alberta                                    100%
 Globus Wireless Korea Ltd.                                     100%

History

We were incorporated on June 10, 1987, pursuant to the laws of the State of
Nevada under the name Daytona-Pacific Corporation. On October 18, 1994, we
acquired all of the assets of Globus Cellular & User Protection Ltd. (Canada), a
corporation formed in the Province of British Columbia, Canada, on July 28,
1993. With this acquisition of wireless technology, we then changed our name to
Globus Cellular & User Protection Ltd. In August 1997, we changed our name to
Globus Cellular, Ltd. On December 9, 1999, we changed our name to Globus
Wireless, Ltd., the name being more indicative of our expertise, technologies
and new product lines.

From 1995 to 1999, we were a development stage company. Research prototype
antennae were continually designed and tested by researchers at Globus as they
pursued advancements in near field radiation reduction and far field performance
enhancement. An extensive patent program commenced. Research efforts were to be
bolstered when on August 16, 1996, the United States Federal Communications
Commission came out with new stringent guidelines for the cellular industry
manufacturers of phone devises requiring that these products not exceed
radiation exposure levels to users. These guidelines force manufacturers into
compliance by either tuning down the output of the phones or redesigning the
antennas to reduce exposure to users.
<PAGE>
In June 1999, we had a change in our management following the resignation of the
President and CEO. Our board of directors subsequently appointed a new executive
group to manage Globus. Past Vice President, 1994-97, Mr. Bernard Penner, was
appointed President, CEO and Chairman, past General Manager, Mr. Nick Wizinsky,
was appointed Chief Operations Officer and Secretary Treasurer, and later was
named Chief Financial Officer, and Mr. Cary Tremblay was appointed Vice
President--Marketing & Sales, moving to Senior Vice President Corporate
Development, International & Carrier Sales in September 2000. Mr. Tremblay later
resigned his position on August 31, 2001 and Mr. Wizinsky recently stepped down
from his capacities at the Company in December 2001.

In June of 2001, Mr. Tom W. Pick, former Director of Operations for Motorola
Inc., joined us as President, CEO and Director. After seven-months of
leadership, on December 21, 2001 Mr. Pick resigned from his positions for
personal reasons. The former President and CEO, Bernard Penner, who had
continued to serve us as Chairman and President of Globus Wireless Canada Ltd.
and Globus On-Line Inc., returned to the leadership role and to oversee a
strategic organizational and financial restructuring of the Company centered on
cost reductions and a re-focus on core competencies and operations at its
research and development center, Celltech Research Inc.

Our research operation is headed by physicist, Mr. Shawn McMillan, a recognized
and respected industry-wide in the field of specific absorption rate research.
Mr. McMillan is a member of the Federal Communications Commission, Institute of
Electrical and Electronics Engineers (the "FCC IEEE") subcommittee responsible
for establishing industry regulations for Radio Frequency or RF radiation of
wireless communication devices.

Principal Products and Services

Specific Absorption Rate Compliance and Engineered Solutions Laboratory


Our wireless compliance-testing laboratory, operating as Celltech Research Inc.,
serves over 35 wireless equipment manufactures that regularly bring their new
products to us for emissions testing and license submission. We help wireless
equipment manufacturers satisfy their applicable government regulations, as well
as their carrier client and consumer client performance requirements. The
facility also serves as a testing agency and filing center for wireless
equipment manufactures and their requirement to satisfy Federal Communication
Commission and Industry Canada regulations for wireless communication devices.


Through proprietary and trade secret processes, we provide solutions to wireless
equipment manufactures, to assist in their products achieving lower specific
absorption rate measures and enhanced performance, in compliance with regulatory
guidelines, for such wireless communications products such as wireless phones,
laptops, personal digital assistants, family radio service, marine and two-way
radios. Specific absorption rate (SAR) is the measurement of heat generated in
human tissue by radio frequency radiation from wireless transmitting devices,
such as cellular phones, wireless modems, cordless telephones, etc. Performance
objectives include increased range, clarity, battery life, and fewer failed
attempts and dropped calls.


In addition to providing third party testing and engineered specific absorption
rate solutions, Celltech provides Globus with on-going research and development
in the pursuit of specific absorption rate related initiatives for both
aftermarket and wireless equipment manufacturers.

Celltech competes with a very limited number of like qualified testing-only
driven labs around the world, based primarily in North America and Europe,
including PC Test, and Apprel, as well as other US-based firms such as Rhientech
and Washington Labs.

Wireless Product Distribution

In fiscal 2001 our product distribution business units, including the 2001
acquisitions of Edge Continental and PCI Marketing (Shopwireless.com), were to
provide us with the means to market products from wireless equipment
manufacturers, aftermarket or proprietary design, both ways through the
distribution channel and to generate significant revenues and earnings. While we
did realize significant growth in product sales revenues over the prior year,
selling an array of wireless equipment, manufacturers handsets, and accessory
product, rapidly declining margins and markets for these products lead to a
strategy change towards greater emphasis on distribution of proprietary product,
specifically targeting higher margin, value-added, and differentiated sales
opportunities.

Primary distribution of proprietary products was to occur through established,
large-scale distributors, carriers and wireless equipment manufacturers. In
April 2001 we had negotiated for distribution and manufacturing rights to a
hands-free, in-vehicle speakerphone that was to be a future cornerstone product
for our distribution businesses. Unsuccessful marketing and sales campaigns have
since led to a recent decision to terminate the technology license agreement,
cutting losses, reducing overheads and eliminating future royalty obligations
for the unsuccessful venture.
<PAGE>
Additional changes in our distribution business strategies have included
abandonment of low margin commodity product distribution, with closures of
warehouse distribution operations in Los Angeles, California and Markham
Ontario, liquidation of inventories and labor force reductions in all business
units except for Celltech.

We also own Globus On-Line Inc., d/b/a Shopwireless.com, a business to consumer
e-commerce Company with US, Canadian and United Kingdom URLs. Although e-tail
businesses in general have had major declines in business, though fiscal 2001 we
had remained committed in the long term to the business and the distribution
channel opportunity provided by ShopWireless. Plans were initiated to
re-engineer and re-focus the business, maximizing cost efficiencies through
direct cost reductions and cost avoidance programs, and improve on current
product margins, but by fiscal year end the business unit had continued to
decline in sales performance. On-going review of operations has led us to seek a
buyer for this e-tail wireless distribution business, and a recent decision in
January 2002 was made to abandon online sales operations.

The resulting cost savings of the distribution business closures and staff
reductions are projected to be approximately $2.0 million annually. While we
will continue to explore new market, product and technology opportunities in the
industry, we are now focusing resources on leveraging of our core competencies
and expertise in SAR research at Celltech and its' product and technology
opportunities.

Research & Development

Design and engineering of specific absorption rate related technologies have
been the primary focus of our research and development efforts. Research efforts
have been further defined to focus on resolving emissions and design issues to
enable clients to get their products to market as quickly as possible. For the
year ended October 31, 2000, we expensed $103,487 in research & development. For
the year ended October 31, 2001, we have expensed $775,443 in research and
development. The increase in research and development expenditure is related to
incurring costs related to two research and development projects related to SAR
detection and measurement technologies. We believe such technologies have niche
market potential specific to the RF industry and we seek to exploit such
opportunities.

Competition

Specific Absorption Rate Compliance and Engineered Solution Laboratory

There are other testing labs, including PC Test in Maryland, and Apprel Labs in
Ottawa, Ontario, operating for the sole purpose of generating testing only
revenues; however, to our knowledge there is no other testing center like
Celltech were testing, solutions and compliance filing can all be provided to
the wireless equipment manufacturers. Most of the wireless equipment
manufacturers do have some type of internal testing lab organization, but with
the exception of a few larger wireless equipment manufacturers such as Nokia,
Motorola, Ericsson and Samsung, most contract out testing of the product to FCC
and/or Industry Canada regulations, or other regulatory bodies in other parts of
the world.

Celltech testing and solution services are focused on requirements for RF
emitting devices and the company has the latest in testing apparatus, equipment
and facilities, facilitated by GM Shawn McMillen's position on the FCC
subcommittee for SAR. Additionally, we have announced a major expansion of the
Celltech laboratory, scheduled for fiscal 2002, that will provide the business
with the opportunity to service multiple OEM clients, a growing testing and
compliance filing business, and to advance SAR-related proprietary products
research.

Wireless Product Distribution

With active wireless product distribution businesses in fiscal 2001, we were
competing with a host of wireless equipment manufacturers, aftermarket and
e-commerce competitors. In fiscal 2001 competition in the industry was primarily
price driven, over-supply of commodity type products resulted in declining
profit margins. Performance, quality of the products and delivery time to the
client remain key factors but for commodity-type wireless products, price
remains the major influence in purchasing.

We had anticipated superior customer service to be of importance in the highly
competitive wireless industry market and had established distribution centers in
Los Angeles, Markham Ontario, Seoul Korea and Kelowna, B.C. to meet such
anticipated demands. As well products such as the hands-free, in-vehicle
speakerphone, with an inherent technology leadership position, were added to the
product mix to provide additional competitive advantages. However even with
advantages of market presence and proprietary technology, we still experienced
unsuccessful marketing and sales campaigns and withdrew from the business.
<PAGE>
Marketing

The global cellular subscriber base, now estimated at 950 million units, is
expected to reach one billion during the first half of 2002, representing a
hundred-fold rise in a decade. The widespread popularity of wireless devices has
created a new set of global issues related usage, to health and safety concerns.
Television programs such as ABC's "20/20" have conducted exposes on the apparent
lack of regulatory control in the wireless industry, and have specifically
targeted several major wireless phone manufacturers for exceeding SAR limits.
Heightened consumer awareness and media attention have resulted in more
stringent FCC testing and regulations have since become time-to-market
challenges for all wireless device manufacturer.

With Celltech Research we are well positioned to serve both manufacturers and
product developers in addressing the issues that effect wireless device
performance and profitability. An expanded lab facility is scheduled to open in
2002 and provide Celltech with the opportunity to increase core compliance and
testing services three-fold over the next two fiscal years. Additionally, with
our expertise in SAR and developing SAR-related intellectual properties, we are
projecting to deliver SAR related commercial product offerings to both
manufacturers and consumers in fiscal 2002.

Manufacturing

We had opened a facility in Seoul, Korea in June 2001, primarily for the purpose
of supervising quality and coordinating contract manufacturing for the earlier
license in -car hands free speakerphone product line. Having now terminated the
applicable technology license agreement, we are now looking at settling
remaining financial burdens related to the operations in Korea such as supplier
and contractor outstanding amounts.

The business services and products provided by Celltech Research currently
require no external manufacturing support.

Employees

As a result of the business restructuring we currently have 8 full-time
employees in the administration and research areas of the business. None of our
employees in any division or subsidiary are covered by a collective bargaining
agreement, and we believe that our relations with employees are good. We have
historically been able to attract qualified and experienced personnel.

Government Regulations

According to federal environmental regulators, US and Canada, our specific
absorption rate solutions technologies and processes, are considered passive
devices and, as such, fall outside the scope of Radiation Emitting Devices
Regulations. At present there are no federal environmental regulations to which
our products are subject. Currently, the US government, through the FCC, has set
guidelines for antenna radiation emission levels, measured in conjunction with
the operation of a wireless phone. Our specific absorption rate solutions are
designed to assist wireless phone wireless equipment manufacturers whose product
must satisfy these guidelines. There is no assurance, however, that specific
regulations on Globus product will not be implemented in the future, by FCC or
other government agencies.

Various products that were distributed by the in the wireless product
distribution businesses were are tested and in compliance with their respective
standards in the applicable jurisdiction, including FCC, IC, UL and CSA
standards. Otherwise it is our policy not to distribute non-standard or
non-complying product.

Liability Insurance; Indemnification

We have comprehensive insurance policies providing for liability, fire, and
other loss types, as well to protect against liabilities arising out of the
negligence of our officers and directors and/or deficiencies in any of our
business operations. We presently pay $127,775 annually for our business
insurances coverage. There is no assurance, however that such insurance coverage
would be adequate to satisfy any potential claims made against us, our officers
and directors, or resulting losses that may arise in our business operations or
with loss of products. Any such liability that might arise could be substantial
and may exceed the assets of Globus. Our articles of incorporation and by-laws
provide for indemnification of our officers and directors to the fullest extent
permitted under Nevada law. However, insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons, it is the opinion of the Securities Exchange Commission
such indemnification is against public policy, as expressed in the Act, and is
therefore, unenforceable.

ITEM 2.  PROPERTIES

We currently lease approximately 6,000 square feet in Kelowna, British Columbia
for $2,467 per month. This facility currently houses executive offices and lab
facilities for Celltech Research Labs.
<PAGE>
In fiscal 2001 Eastern sales, distribution, technical and administrative offices
for Globus Wireless Canada were located in a 7,000 square feet facility in
Markham, Ontario, at a cost of $5,000 per month. In December 2001, the Markham
facility was subleased for the balance of the lease term

On December 1, 2000, we subleased approximately 45,000 square feet in Garden
Grove, California, for $19,744 per month, to serve as US Marketing, Procurement
& Distribution Center, with half the facility rented to a third-party.
Subsequent to fiscal year end, in November 2001the Company closed this
distribution center and the landlord has sought new tenants.

In September 2000, we opened a marketing & procurement branch in Seoul, Korea,
an operation that was expanded and registered as a subsidiary company in June
2001. With the restructuring of the Company's operations, the offices are being
wound up.


ITEM 3. LEGAL PROCEEDINGS

In December 1999, we filed a statement of claim in the British Columbia Supreme
Court, against Paul Bickert, our former president and director, including
allegations that he breached fiduciary duties as a director and officer, and
requests for confirmation of our ownership of the patented technology and for
unspecified damages against Mr. Bickert. In September 2001 we announced jointly
with Mr. Bickert an out of court non-cash resolution to the dispute had been
reached by the parties.

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

Not applicable


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the NASD Over-The-Counter Market under the
symbol  "GBWL."  Trading of our common  stock began on September  19, 1995.  The
following  table  sets  forth the range of high and low bid  quotations  for our
common stock for each quarter of the last two fiscal  years,  as reported on the
NASD Bulletin Board, by ACAP  Financial,  M.H.  Meyerson & Co., Inc. and Vantage
Point Capital (Canada).  The quotations  represent  inter-dealer  prices without
retail markup, markdown or commission,  and may not necessarily represent actual
transactions.
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                        PERIOD                              HIGH                  LOW

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    Year Ended October 31, 2000:
<S>                                                                    <C>                 <C>
             First Quarter....................                         2.687               1.250
             Second Quarter................                           10.125               2.000
             Third Quarter..................                           4.937               2.875
             Fourth Quarter.................                           6.000               2.093

    -----------------------------------------------------------------------------------------
    -----------------------------------------------------------------------------------------
    Year Ended October 31, 2001:
             First Quarter....................                         3.125               1.250
              Second Quarter................                           2.093                .820
             Third Quarter..................                            .98                 .45
             Fourth Quarter...............                              .75                 .18

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The approximate number of holders of record of our common stock, $.001 par
value, as of October 31, 2000, was 271. As of October 31, 2001 there were 271
holders of record.

We sold the following unregistered securities during our fiscal year 2001:

     On October  31,  2001,  we issued an  aggregate  of $95,000 8%  convertible
promissory notes to accredited investors.

     On October 16,  2001,  we issued an  aggregate  of $150,000 8%  convertible
promissory notes to accredited investors.
<PAGE>
     On October 3, 2001,  we issued an  aggregate  of  $150,000  8%  convertible
promissory notes to accredited investors.

     On August 27,  2001,  we issued 2655 shares of our common  stock to Redline
Contracting Ltd., for services rendered of $1065.05.

     On August 24, 2001, we issued 12,500 shares of our common stock to Martin E
Janis & Co., for investor and public relations services.

     On August  24,  2001,  we issued  625,000  shares of our  common  stock for
$216,875 to 520729 B.C. Ltd.

     On August  24,  2001,  we issued  200,000  shares  of our  common  stock to
Excalibur International for financial consulting services of $75,000.

     On August 24, 2001,  we issued  28,125 shares of our common stock to Hayden
Communications  Inc. and 21,125  shares of our common stock to Market  Pathways,
Inc., for investor relations services of $25,301 total.

     On August 24,  2001,  we issued 6367  shares of our common  stock to Quasar
International, for media services of $2865.

     On August  24,  2001,  we issued  147,429  shares  of our  common  stock to
Stonestreet  Limited  Partnership,  pursuant to the conversion of $50,000 of the
Company's Series A Convertible Secured Debentures issued December 22, 2000.

     On August 16,  2001,  we issued an  aggregate  of $250,000  8%  convertible
promissory notes to accredited investors.

     On July 24,  2001,  we issued  an  aggregate  of  $250,000  8%  convertible
promissory notes to accredited investors.

     On  June  29,  2001,  we  issued  87,429  shares  of our  common  stock  to
Stonestreet  Limited  Partnership,  pursuant to the conversion of $40,000 of the
Company's Series A Convertible Secured Debentures issued December 22, 2000.

     On  June  29,  2001,  we  issued  48,130  shares  of our  common  stock  to
Stonestreet  Limited  Partnership,  pursuant to the conversion of $20,000 of the
Company's Series A Convertible Secured Debentures issued December 22, 2000.

     On June 29, 2001 we issued  100,000  shares of our common  stock to A. Cary
Tremblay for services rendered.

     On June 29, 2001 we issued  100,000  shares of our common  stock to Nick G.
Wizinsky for services rendered.

     On May 2, 2001,  we issued  1,250  shares of our common stock to Gary Leier
for human resources consulting services rendered of $983.

     On May 2, 2001, we issued 71,000 shares of our common stock to SeedCap Inc.
for acquisition consulting services rendered of $54,839.

     On May 2, 2001, we issued 53,240 shares of our common stock to Future Quest
Inc. for marketing consulting services rendered of $42,000.

     On May 2, 2001,  we issued 4,595 shares of our common stock to Hans Schroth
for conference services rendered of $3,613.

     On January 19,  2001,  we issued  3,350  shares of our common stock to Gary
Leier for human resources consulting services rendered of $2,634.

     On January 15,  2001,  we issued  43,000  shares of our common  stock to Al
Stober  Construction Ltd. and 43,000 shares of our common stock to Oscar Krueger
for leasehold services rendered of $129,870.

     In January  2001,  we issued 9,000 shares of our common stock  SeedCap Inc.
for acquisition consulting services rendered.

     In January  2001, we issued 10,000 shares of our common stock to Sichenzia,
Ross & Friedman LLP for legal services rendered.

     In  December  2000,  we  issued  30,000  shares  of  our  common  stock  to
Intercoastal for investment capital services rendered.

     On November  15,  2000,  nine  employees  of former Edge  Continental  Inc.
received 35,000 shares of our common stock as employee  incentive for commitment
of 12 months future services.

     On November  15,  2000,  Shawn  McMillen  exercised  his options for 59,000
shares of our common stock.
<PAGE>
         The above offerings and sales were deemed to be exempt under Regulation
D and Section 4(2) of the Securities Act. No advertising or general solicitation
was employed in offering the securities. The offerings and sales were made to a
limited number of persons and transfer was restricted by Globus in accordance
with the requirements of the Securities Act.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future. Forward-
looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report. The discussion is based upon such financial
statements that have been prepared in accordance with U.S. Generally Accepted
Accounting Principles and are presented in United States dollars ($).

Results of Operations

Fiscal Year Ending October 31, 2001 Compared to Fiscal Year Ending October
31, 2000

Consolidated revenues for the year ended October 31, 2001 increased to
$19,437,384 as compared to revenue of $6,296,301 for the same period in 2000.
The increase in revenues is the result of initial successes experienced in the
first and second quarters of fiscal 2001 in wireless products distribution in
the US and Canada, resulting in a $12,590,935 increase, and continued growing
demand for Celltech's testing, compliance filing and SAR related services
contributing an additional $550,148 over the twelve month period ending October
31, 2001.

Gross Margins. Wireless handset and accessory gross margins were$1,174,063 or
6.3% of product sales revenue for period ending October 31, 2001 compared to
wireless handset and accessory gross margins of $943,320 or 14.9% of product
sales revenue for period ending October 31, 2000. Gross margin dollars on
product sales increased as a result of wireless product distribution volumes
however as a percentage of revenue experienced a significant decline resulting
from low margins from excessive price competition and a permanent write-down in
inventory of approximately $730,000.

Amortization. Amortization increased $242,850, to $375,166 in the year ended
October 31, 2001, from $132,316 in the year ended October 31, 2000. The increase
is the result of goodwill amortization being recognized for a twelve-month
period with respect to the acquisition of Edge Continental Inc. and amortization
of goodwill associated with the purchase of PCI Marketing and Communications
Inc. in December 2000.

Selling, general, and administrative. Selling, general, and administrative costs
for the year ending October 31, 2001 were $6,653,652 or 34.2% of revenue. This
compares with selling, general, and administrative for the year ended October
31, 2000 of $1,943,321 or 30.9% of revenues. The increase in selling, general,
and administrative costs is attributable to additions in distribution operations
and to increases experienced in investor relations and corporate administration
and marketing. Distribution operations collectively accounted for increased
general and administrative costs of $1,395,740. Korean manufacturing operations
accounted for $398,479 and additions to corporate staffing, legal, accounting
and administration relative to financing, acquisitions, and general business,
and investor relations accounted for increased costs of $2,051,099.

Research and Development. Research and development costs increased $671,956 to
$775,443 for the year ended October 31, 2001 as compared to $103,487 in the year
ended October 31, 2000. The increase in research and development costs is
associated with incurring costs related to two research and development SAR
technology projects.

Interest. Interest expense increased from $171,009 for the year ended October
31, 2000, to $684,426 for the year ended October 31, 2001. The increase of
$513,417 is mainly attributable to promissory note interest of $155,000,
convertible notes payable of $53,000, beneficial conversion interest feature of
bridge financing of $215,900 and amortization of discounts on convertible notes
payable of $193,300.

Write-down of wholesale and retail distribution assets. The write-down in fiscal
2001 is the result of the Company abandoning the retail and wholesale
distribution of cellular phones and related accessories. During the years ended
October 31, 2001 and 2000, the Company paid $2,330,635 and $1,545,262 for the
tangible assets and liabilities of PCI and Edge respectively. As at October 31,
2001, the wholesale and retail distribution of cellular phones and related
accessories business, including the assets of PCI and Edge had sustained
substantial operating losses. Subsequent to October 31, 2001, the Company
decided to discontinue its operations related to the PCI and Edge acquisitions
as well as the pre-existing operations related to the wholesale and retail
distribution of cellular phones and related accessories in North America.
Related to this decision, the Company has written down certain assets to their
fair value. Details of the total amount of write-down are as follows:
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Notes receivable originally issued to employees of PCI and Edge
 in exchange for common shares                                                                                  $     293,186
Fixed assets                                                                                                          354,061
Website development                                                                                                    22,763
Patents and trademarks                                                                                                 14,563
Goodwill                                                                                                            3,432,695
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                $   4,117,268
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Loss per share. In the year ending October 31, 2001, the Company recorded a loss
of $10,677,008 or $0.34 per share. This compares to a $1,205,613or $0.10 per
share loss recorded in the year ending October 31, 2000. The increased loss in
fiscal 2001 is attributable to increased costs of amortization of $242,850,
selling, general and administrative of $4,710,441, interest costs of $513,417,
permanent write down of wholesale and retail assets of $4,117,268, and Research
and Development of $617,956. This is partially offset by positive variances
resulting from increased sales volumes of wireless handsets and accessories
translating into gross margin improvement of $230,743, and engineering revenue
of $550,148.

Plan of Operation

The Company's consolidated financial statements for the year ended October 31,
2001 assume the company will continue as a going concern. As discussed in note
1(a) to the consolidated financial statements, the financial statements have
been prepared on the going concern basis, which assumes the realization of
assets and liquidation of liabilities and commitments in the normal course of
business. As at October 31, 2001 the Company was in default of certain debt
obligations, had a significant working capital deficiency and deficit and has
suffered recurring losses from operations. The application of the going concern
concept is dependent upon the company's ability to generate future profitable
operations and receive continued financial support from its suppliers,
shareholders and other investors. These consolidated financial statements do not
give effect to any adjustment should the Company be unable to continue as a
going concern and therefore, be required to realize its assets and discharge its
liabilities in other than the normal course of business and at amounts differing
from those reflected in the consolidated financial statements. Management
continues to negotiate with creditors and plans to pursue debt and equity
financing to support operations until operations become profitable. Management
anticipates equity financing to occur during the first and second quarter of
fiscal 2002. Further, subsequent to October 31, 2001 management decided to
discontinue certain areas of the business including the wholesale and retail
distribution of cellular phones and related accessories. As a result, the
Company is now focused primarily on providing engineering solutions related to
wireless devices and developing other wireless technologies recently acquired as
described in note 7. Management believes these plans will be sufficient to meet
the Company's liabilities and commitments as they become payable over the next
twelve months. There can be no assurance that management's plans will be
successful as such plans are contingent upon ongoing support from various
creditors. Failure to maintain the support of creditors, obtain additional
external debt or equity financing and generate sufficient working capital from
operations through the exclusive focus on providing engineering solutions and
developing other wireless technologies, will cause the Company to curtail
operations. The outcome of these matters cannot predict at this time.

In fiscal 2001, we initiated the following actions and strategies with regards
to the on going advancement of business opportunities through to the current
quarter.

In November 2000, we announced the acquisition of Edge Continental Inc., a
wireless products distribution company, for a combination of shares and cash
totaling $1.55 million. In December 2000 its operations in Markham, Ontario were
amalgamated into Globus Wireless Canada Ltd. In the 2nd quarter of fiscal 2001,
the former principals of Edge Continental terminated their employment with us.
Settlement with one principal is completed and involved the return of 75,000 of
the 150,000 previously issued shares and forfeiture of the balance of $166,667
owing under the acquisition. Settlement with the other principal involved
forfeiture of the final two payments due in the amount of $158,488. Business at
Markham was subsequently reengineered, however with continuing market decline
for products distributed by the business a decision was made in October 2001 to
close the operations permanently.

In December 1, 2000, we commenced setup of a new US based Marketing, Procurement
& Distribution Center in California, to serve as the US sales and distribution
center.. The facility was to be the primary distribution center for a 730,000
cellular handset product distribution program. In April 2001 as profit margins
for the product rapidly declined we elected to exit the supply agreement for the
products. By year-end October 31, 2001we had liquidated all products from the
facility and returned the premises to the landlord.

On December 30, 2000 we acquired PCI Marketing & Communications Inc.,
subsequently renamed Globus On-Line Inc., d/b/a Shopwireless.com. This business
unit was to operate as a stand-alone entity, while sharing resources with Globus
Wireless Canada Ltd. We provided both growth funding, up to $586,679 thru to
year-end October 31, 2001.. The business continued to experience losses though
the year and subsequently, in December 2001 we decided to suspend operations of
the e-tail operation and are now seeking suitors for the business unit.

In January 2001, we entered into a specific absorption rate engineering
services  agreement with Deltacom Co. Ltd. of Korea.  We completed a preliminary
analysis in January  2001.  In March  2001,  Deltacom  advised us that  software
technical and business  difficulties  were delaying the product launch.  In July
2001 we  expressed  concerns  regarding  the  ability of  Deltacom  Co.  Ltd. to
complete  this  contract  and now believe our  relationship  with  Deltacom  has
reached a conclusion and no further  transactions will transpire with respect to
this contract.
<PAGE>
In April 2001, we secured a worldwide exclusive technology licensing agreement
with Cadco Ltd., of Hamilton, Ontario, concerning products and technologies
ready for the wireless market. The first product under the agreement is a
portable hands-free in-vehicle speakerphone, which was launched in June 2001.
Full-scale product distribution commenced over the 4th quarter of fiscal 2001 as
manufacturing operations in Korea came on stream. However, marketing and sales
campaigns for the product were unsuccessful and in January 2002 the Company and
Cadco mutually agreed to terminate the license agreement and thereby end an
additional $1.1 million obligation due to Cadco by June 30, 2002.

In April 2001, we announced an expansion program for research subsidiary
Celltech Research Inc., which will provide the resources and opportunity to
service multiple wireless equipment manufacturers and to advance our proprietary
research efforts. The new research and development center will be located in a
new high tech park in Kelowna, British Columbia, and was to be open this fall.
Subsequent delays for the developer, and then in efforts to secure expansion
capital, have resulted in the expansion program being delayed until the second
quarter of fiscal 2002 at the earliest.

In April 2001, we ended a handset distribution agreement that had experienced
sharp margin declines and no longer met strategic objectives. We earned $13.6
million in handset sales revenues for fiscal 2001 prior to ending the supply
agreement, however changing market conditions, declining world pricing and
margins for the product resulted in the decision to end the supply agreement for
the remaining $24.8 million in product. Revenues were projected to further
decline in the final two quarters of fiscal 2001, while we prepared for the
manufacture and market launch of our proprietary hands-free product; the lack of
market success for the hand free product resulted in much lower revenues then
was projected and ultimately to a full restructuring of the Company's businesses
early in fiscal 2002.

On June 2, 2001, Mr. Tom. W. Pick was appointed President & CEO, and member
of the  board of  directors.  While  Mr.  Pick did  have in  excess  of 20 years
experience in the wireless industry,  most recently as Director,  North American
Carrier &  Distributor  Operations  for Motorola  Inc., on December 21, 2001, he
subsequently resigned from all offices for personal reasons.

On August 15, 2001, Mr. Gene Haley was appointed Director of U.S. Sales,
responsible for sales revenue creation, account management, and business
development for the United States. With the lack of market and sales success for
the hands free product, on December 15, 2001 Mr. Haley was dismissed. On August
31, 2001, Mr. Cary Tremblay, formally Senior Vice President Corporate
Development, International & Carrier Sales resigned his position. On September
21, 2001, Mr. Gord Walsh, formally Senior Vice President Marketing & Sales,
Wireless Devices resigned from his position.

In September 7, 2001, we announced the Company's research and development
subsidiary Celltech Research Inc., had secured the services of current General
Manager & Director of Research Mr. Shawn McMillen through to 2004. The
acquisition of certain in-process research and development, as well as the
revised business plan to focus exclusively on providing engineering solutions,
has caused the Company to be economically dependent upon Mr. McMillan. The
Company has signed an employment agreement with Mr. McMillan that expires
February 29, 2004.

Expertise in providing specific absorption rate solutions for wireless phone
manufacturers and identifying new solutions, processes and products to address
these issues and product performance remain our strategic priority.

We continue to actively examine both market opportunities and market
fluctuations for wireless product distribution, particularly in light of
turbulent market conditions, however current planning in 2002 is centered on a
re-focusing on core competencies and operations at Celltech and not product
distribution opportunities.

We may have to secure additional capital financing beyond our current
agreements, to meet ongoing requirements and our objectives throughout the
fiscal year ending October 31, 2002. We are currently seeking a minimum of $5.0
million in new financing, debt and equity, to realize our business plans.
Negotiations are continuing with potential investors and with current finance
partners.

Based on current market conditions, we cannot provide assurance that such
financings can be completed as required for growth and operations. The costs of
equity financings have risen significantly and we are looking to gain improved
debt finance. We have only entered in to debt instrument financing this current
fiscal year, firstly on a bridge loan basis, to provide for working capital and
to replace more expensive bridge loan financing issued by prior owners of our
recent acquisition of Edge Continental. We are not satisfied with the interest
expense being incurred for our short term borrowing needs and continue to pursue
alternative and less expensive financing.

Any significant capital expenses or increases in operating costs will be
dependent upon the ability to raise additional capital, debt financing,
associated costs for new financing and our ability to generate revenue from
sales of our products or services.

<PAGE>
Historically, we have not generated sufficient revenue from sales of our
products or services to sustain operations. With the recently announced
reorganization of the Company's operations now complete, revenues now being
generated are capable of sustaining operations going forward. Repayment and
restructuring of historical short term debt and convertible debt remains to be
completed.

Subject to market conditions, we are projecting to self-finance some of the
expansion plans and will continue to examine product offerings to improve
margins.

Liquidity & Capital Resources

12% Convertible Preferred Series A Shares

On November 21, 2000, we received bridge financing of $250,000 bearing interest
at 18% per annum, due December 21, 2000. On January 2, 2001, we received an
additional $750,000 which, along with the $250,000 referred to above and
$500,000 received prior to October 31, 2000, aggregating $1,500,000, was
converted into 1,500 series A convertible preferred shares and 415,236 common
share purchase warrants.

The series A convertible preferred shares are entitled to a liquidation
preference amount of $1,000 per share and a 12% annual cumulative dividend,
calculated on the liquidation preference amount, payable quarterly and are
convertible into our common stock after April 28, 2001 determined by the
following formula:

$1,500,000 plus any accrued and unpaid dividends divided by the lesser of:

a) $1.8062; or

b) 80% of the average of the three lowest bid prices of our common stock for the
twenty days immediately prior to the conversion.

The Series A convertible preferred shares are convertible until December 29,
2003 at which time any shares not converted shall automatically convert to
common shares at a price determined by the above formula.

The common share purchase warrants have an exercise price of $1.9862 per common
share and expire on January 2, 2006. To date the purchase warrants remain
unexercised. We have registered 9,375,000 shares of common stock underlying
$1,500,000 series A convertible preferred stock issued to accredited investors
pursuant to a subscription agreements dated in December 2000 and January 2001.
The number of shares of common stock issuable upon conversion of the outstanding
series A convertible preferred stock is 3,125,000 assuming a conversion price of
$0.48 per share at the time of registration. Under the covenants of the
preferred share issuance we been have required to register 300% of this amount,
for a total of 9,375,000 shares. In addition, 415,236 shares underlying warrants
have been registered in connection with these financings. These warrants have an
exercise price of $1.9862 per share.

A deemed discount existed at the date of issue of the $250,000 of bridge
financing received on November 21, 2000, due to both the fair value of attached
warrants and the resultant beneficial conversion option. As this financing was
due December 21, 2000, the deemed debt discount, aggregating of $132,900 was
charged against income during the year ended October 31, 2001. In conjunction
with the conversion of the bridge financing, warrants were issued on January 2,
2001 as an inducement to the holder of the $500,000 of bridge financing to
convert. The fair value of these warrants of $83,000 has been recorded by a
charge against income at the date of their issuance. Consideration for the
$750,000 of financing received on January 2, 2001 was issued as preferred
shares. In accordance with EITF 98-5 and EITF 00-27, with respect to the fair
value assigned to the warrants, the deemed discount of $124,500 is being
recognized by a charge against equity, over the period from January 2, 2001 to
the forced conversion date into common shares of December 29, 2003, and the
deemed discount due to the beneficial conversion option of $231,100 was
amortized over the period from January 2, 2001 to the first conversion date of
April 28, 2001.

Proceeds received from this financing were used for general working capital
purposes, funding of operations and acquisition financing.

Short Term Promissory Notes

During the year ended October 31, 2001, we received $800,000 in exchange for
four promissory notes to four investors. Proceeds for these notes were used for
general working capital purposes and acquisition financing. The notes are
secured by a pledge by Globus, in the event of default, to issue an amount of
its common stock with a value of two times any outstanding principal and unpaid
interest. $625,000 and $175,000 of the notes bear interest at 30% and 24% per
annum respectively, payable monthly. The Company extinguished $325,000 of notes
payable during the third quarter of fiscal 2001. The remaining $475,000 in
promissory notes were initially extended to September 26, 2001. On August 28,
2001 the loan note holders signed agreements extending the term of the notes to
December 26, 2001. Subsequent to October 31, 2001, the notes were overdue,
however, the creditors have not taken any action to demand payment or convert
the notes to common stock. If the creditors elect to exercise their rights under
the default provisions of the note payable, the Company will be required to
issue common stock with a fair value of $950,000 in full settlement of its
obligations.
<PAGE>
8% Convertible Debentures
During the year ended October 31, 2001 we received $2,135,000, in exchange for
multi-dated convertible promissory notes, all bearing 8.0% interest per annum.
The convertible debentures were issued to four investors pursuant to a
Subscription Agreements consistent with the dating of promissory notes. Interest
only payments are due quarterly commencing September 30, 2001, and the principal
is due in one lump sum on the due dates, or upon events of default.

The conversion price for the convertible debentures is the lesser of 85% of the
average of the three lowest closing prices for the common stock for the 30
trading days prior to but not including the day of closing, or 85% percent of
the average of the three lowest closing prices for the common stock for the 30
trading days prior to but not including the conversion date. The maximum number
of shares of common stock that any subscriber or group of affiliated subscribers
may own after conversion at any given time is 4.99%.
The parties have made mutually agreeable standard representations and
warranties. We have also entered into covenants including, but not limited to,
the following:

* we may not redeem the convertible debentures without the consent of the
holder; * we have agreed to incur penalties for untimely delivery of the shares.

Proceeds received have been used to finance general working capital purposes,
opening of Korean subsidiary operations, advance royalty payments under the
Globus Cadco Technology License Agreement and new specific absorption rate
technology developments.

Terminated Financings
On October 18, 2000, we entered into an Agreement for Sale of Manufactured
Goods, with Aztec Components, Inc., a California corporation. The one-year
agreement is for the sale of analog phone devices. We signed a Corporate
Acknowledgment & Guaranty, in respect of being granted $3,000,000 credit terms
received by us from Aztec and the $5,000,000 promissory note.

On March 31, 2001, the parties mutually agreed to terminate the relationship
owing to a severe downturn in the demand for handsets models set forth in the
agreement. Accordingly, Aztec Components Inc. released Globus from obligations
under the Agreement for Sale of Manufactured Goods, Corporate Acknowledgment &
Guaranty, and the promissory note. Provisions under the promissory note were
never exercised by Aztec Components Inc.

On May 24, 2001, we terminated the equity financing agreement with Torneaux
Fund, Ltd., an institutional investor. No securities were issued in connection
with this agreement.

Dividends
No dividends have been declared since our inception nor do we anticipate that
dividends will be declared in the ensuing fiscal year.

Capital Commitments

We do not have existing capital resources or credit lines available that are
sufficient to fund our operations and capital requirements as presently planned
over the next twelve months. We are actively pursuing additional funds through
the issuance of debt and/or equity instruments. Currently, we are discussing
with active funding partners the possibilities of additional financing. While we
have reached agreement on individual short term financing, no assurances can be
given that additional financing will be forthcoming. We may also seek a working
capital line of credit to be secured by our accounts receivable and inventory.
However, such funds may not be available on favorable terms or at all.
<TABLE>
<CAPTION>

Our schedule of capital commitments as of October 31 2001
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
                      Common Shares                  Notes Payable  Interest  Interest Expenses
Financing Instrument    Warrants    Preferred Shares   Principle      Rate       Oct 31/01    Termination Date
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
<S>                     <C>             <C>             <C>           <C>       <C>               <C>
Series A                    -             1,500            -          12.0%        $143,383        Dec 29/03
Convertible
Preferred Shares
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Common Share             415,236            -              -           N/A         $215,900         Jan 2/06
Warrants
--------------------- ------------- ---------------- -------------   -------  ----------------- ----------------
Note Payable                -               -           175,000       24.0%        $ 24,739        Dec 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Note Payable                                            150,000       30.0%        $ 30,904        Dec 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Note Payable                                            150,000       30.0%        $ 30,452        Dec 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              320,000            -           800,000        8.0%        $ 27,220        May 31/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               40,000            -           100,000        8.0%        $  3,222         June 6/03
Promissory Notes
<PAGE>
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               40,000            -           100,000        8.0%        $  3,222         June 6/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%        $  9,539        June 6/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%        $  5,483        July 24/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%        $  4,164       August 16/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               60,000            -           150,000        8.0%        $    921       October 3/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               60,000            -           150,000        8.0%        $    493       October 16/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               30,000            -            75,000        8.0%            -          October 31/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible                4,000            -            10,000        8.0%            -          October 31/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               14,000            -            40,000        8.0%            -          November 15/03
Promissory Notes
--------------------- ------------ ---------------- -------------  --------  ----------------- ----------------
Convertible               14,000            -            30,000        8.0%            -          November 15/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               28,080            -            70,000        8.0%            -          November 21/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible                7,920            -            20,000        8.0%            -          November 21/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Capital Resources & Liquidity
</TABLE>

For the year ended October 31, 2001 the Company incurred a net loss in cash flow
from operations of $1,954,563 comprised of a net loss from operating activities
of $10,677,008. The cash flow loss associated with operating activities has been
offset by non cash items including amortization of $375,166, amortization of
deferred financing costs and discount on convertible promissory notes issued of
$193,370, common share issuances for services rendered, wages, leasehold
improvements, interest and settlement of lawsuit of $819,686, compensation costs
of options issued to employees of $95,318, conversion feature of bridge
financing of $215,900, and in-process research and development purchased with
convertible promissory note and warrants of $399500. In addition, the net loss
from operations has been offset by a write-down of wholesale and retail
distribution assets of $4,117,268, and a net increase in non-cash working
capital of $ 2,506,237.

For the fiscal year ended October 31, 2001, cash flows from investing activities
included loans and other advances of $82,508. This has been offset by cash
out-flows associated with investing activities of purchases of fixed assets and
web site development of $252,703, purchase of patents and trademarks of $14,563,
advances to former shareholders of PCI of $229,498, and business combination
cash out-flows of $58,978.

Cash flows from financing activities include issuances of common stock of
$63,422, proceeds from bridge financings of $1,000,000, proceeds form notes
payable of $475,000, and proceeds from convertible notes payable of $2,135,000.
These cash in-flows from financing activities have been offset by cash out-flows
from financing activities associated with repayment of loans payable to related
parties of $780,375, repayment to stockholders of $327,484, and financing costs
of $360,500.

The company experienced a net decline in cash of $252,734 for the year ending
October 31, 2001, and reported a cash position at October 31, 2001 of $66,777.

Series A convertible preferred share dividends in the amount of $143,383 have
been declared to October 31, 2001. The Company has paid $25,542 of such
dividends as a result of conversion of 301 preferred shares to common stock
during the fiscal year. No dividends on the Company's common shares have been
declared since our inception nor does the Company anticipate that such dividends
will be declared in the ensuing fiscal year.

During the year ended October 31, 2001, the Company issued 83,333 shares of
common stock pursuant to the exercising of options granted in 1999 and 2000 to
officers and key employees, paid by way of repayable loans and promissory notes
totaling $108,333.
<PAGE>
During the years ended October 31, 2001 and 2000, the Company paid $2,330,635
and $1,545,262 for the tangible assets and liabilities of PCI and Edge
respectively. As at October 31, 2001, the wholesale and retail distribution of
cellular phones and related accessories business, including the assets of PCI
and Edge had sustained substantial operating losses. Subsequent to October 31,
2001, the Company decided to discontinue its operations related to the PCI and
Edge acquisitions as well as the pre-existing operations related to the
wholesale and retail distribution of cellular phones and related accessories in
North America. Related to this decision, the Company has written down certain
assets to their net realizable amount.

Commitments & Contingencies

On October 18, 2000, the Company entered into an Agreement for Sale of
Manufactured Goods, with Aztec Components, Inc., a California corporation. The
term was to October 31, 2001. The agreement was for the sale of analog phone
devices. The Company signed a Corporate Acknowledgment & Guaranty, in respect of
being granted $3,000,000 credit terms received by us from Aztec and a $5,000,000
convertible promissory note. The promissory note would come due if the Company
failed to pay sums owed under the Agreement for Sale of Manufactured Goods.. If
the promissory note were due and payable, it could have been converted into
common stock at a conversion rate equal to 75% of the average trading price of
the common stock for the ten-day period prior to the holder's election to
convert the note. On March 31, 2001, the parties mutually agreed to terminate
the relationship owing to a severe downturn in the demand for handsets models
set forth in the agreement. Accordingly, Aztec Components Inc. released Globus
from obligations under the Agreement for Sale of Manufactured Goods, Corporate
Acknowledgment & Guaranty, and the promissory note. Provisions under the
promissory note were never exercised by Aztec Components Inc.

On October 31, 2000, the Company and the former shareholders of Edge Continental
Inc., completed a Share Purchase Agreement that is effective September 1, 2000.
Pursuant to the Share Purchase Agreement and subject to the terms and conditions
set forth therein, the Company acquired 100% of all of the issued and
outstanding shares in the capital of Edge Continental Inc., a corporation
incorporated under the laws of Ontario, for Cdn.$1,000,000 and 300,000 shares of
restricted common stock of Globus. Pursuant to the above Share Purchase
Agreement between the Company, Mr. Abuharoon and Mr. Aquino, the Company was
scheduled to make a third cash payment on March 31, 2001, and a final payment on
June 30, 2001. In the second quarter of fiscal 2001 both principals terminated
their employment. Mr. Abuharoon settled with the Company in April 2001 by
returning 75,000 of the 150,000 shares issued to him for the purchase, and has
agreed to relinquishing the balance of monies owing including the final two cash
payments. Mr. Aquino settlement with the Company subsequent to year-end on
November 21, 2001, having agreed to relinquish the balances of the final two
payments due to him and for retention of his stock in the Company.

Subsequent to year end, on November 15 the Company issued $40,000 and $30,000 8%
convertible debentures , due November 15, 2003. On November 21, 2001 the company
issued $70,000 and 20,000 8% convertible debentures, due November 21, 2003. The
convertible debentures were issued to an investor pursuant to Subscription
Agreements dated November 15, 2001 and November 21, 2001 respectively. Interest
only payments are due quarterly commencing December 31, 2001, and the principal
is due in one lump sum on the due dates, or upon events of default.

The conversion price for both of the above convertible debentures is the lesser
of 85% of the average of the three lowest closing prices for the common stock
for the 30 trading days prior to but not including the day of closing, or 85%
percent of the average of the three lowest closing prices for the common stock
for the 30 trading days prior to but not including the conversion date. During
the first quarter of fiscal 2001, the Company had issued 43,000 shares to a
local building developer as prepayment, $65,000, for leasehold improvements to
be performed for the Company for a new facility for Celltech Research Inc., to
be opened in the fourth quarter of fiscal 2001. Subject to the actual leasehold
improvements made to the facility, an additional issuance of stock will be made
to the developer for an additional $65,000 in leaseholds to the facility upon
its completion.

On December 31, 2000, PCI Marketing & Communications Inc. was acquired by the
Company and was renamed Globus On-Line Inc., d/b/a Shopwireless.com. Subsequent
to the end of the third quarter of fiscal 2001 certain former PCI Marketing and
Communications Inc. shareholders had given notice to exercise their right to
exchange their Class A shares of Online for common share of Globus. Management
believes such notice was issued as a result of dispute with the shareholders.
Subsequent to fiscal year end 2001, the Company and former PCI shareholders
reached a tentative settlement on the dispute, subject to formalization of
settlement documents and filing of an applicable registration statement.

On March 29, 2001, the Company signed a technology license agreement for the
rights to certain technology owned by a third party. The Company was to make
royalty payments to the third party once sales of any products based on the
technology commences, and with a minimum commitment under this agreement of
$1,500,000 due and payable before the end of the initial 16-month term of the
agreement. At October 31, 2001, the Company had advanced $400,000 as prepayment
of the royalty payments which is included in prepaid expenses on the
consolidated balance sheet. Subsequent to fiscal year end 2001, the Company
initiated a restructuring plan which included securing a release from any future
obligations due under the technology license agreement and the remaining
$1,100,000 obligation was eliminated.

No dividends have been declared since our inception nor does the Company
anticipate that dividends will be declared in the ensuing fiscal year.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
                      Consolidated Financial Statements of

                              Globus Wireless Ltd.

                           Year ended October 31, 2001



<PAGE>
Auditors' Report to the stockholders


We have audited the accompanying consolidated balance sheets of Globus Wireless
Ltd. and subsidiaries as at October 31, 2001 and 2000, and the related
statements of loss and comprehensive loss, stockholders' deficiency and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 provides 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 Globus Wireless Ltd. and
subsidiaries as at October 31, 2001 and 2000 and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the company will continue as a going concern. As discussed in note 1(a) to
the consolidated financial statements, the Company was in default of certain
debt obligations, had a significant working capital deficiency and deficit as at
October 31, 2001 and has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans with regard to these matters are also discussed in note 1(a). The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ KPMG LLP

Kelowna, Canada

February 11, 2002



<PAGE>
         Globus Wireless Ltd.
         Consolidated Balance Sheets

         $ United States

         October 31, 2001 and 2000
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                                                       2001              2000
------------------------------------------------------------------------------------------------------------------------------

         Assets

         Current assets
<S>                                                                                         <C>               <C>
              Cash and cash equivalents                                                     $       66,777    $       319,511
              Accounts receivable (net of allowance
                of $nil, 2000 - $nil)                                                              135,565          4,873,877
              Loans and other advances                                                                 -               82,508
              Inventories                                                                           12,118          1,143,891
              Prepaid expenses                                                                         -               18,576
                                                                                                   214,460          6,438,363

         Fixed assets (note 3)                                                                     241,562            428,738
         Website development (note 4)                                                               15,355             32,119
         Patents and trademarks (note 5)                                                            15,123             20,643
         Goodwill (note 6)                                                                             -            1,355,409

------------------------------------------------------------------------------------------------------------------------------
                                                                                            $      486,500    $     8,275,272
------------------------------------------------------------------------------------------------------------------------------

         Liabilities and Stockholders' Deficiency
         Current liabilities
              Accounts payable and accrued liabilities                                      $    1,127,792    $     4,214,534
              Dividends payable                                                                    120,901                -
              Loans payable to related parties (note 8)                                                -              780,375
              Bridge financing payable (note 9)                                                        -              500,000
              Due to stockholders                                                                      -              489,717
              Notes payable (note 10)                                                              475,000                -
              Convertible promissory note to shareholder (note 11)                                  68,000                -
              Convertible promissory note (note 12)                                                361,000                -
                                                                                                 2,152,693          5,984,626

         Convertible notes payable, net of discounts (note 13)                                   1,078,403                -
------------------------------------------------------------------------------------------------------------------------------
                                                                                                 3,231,096          5,984,626
         Stockholders' deficiency
              Capital stock
                    20,000,000 preferred shares, issuable in series with a par
                               value of $0.001 per share authorized, 1,201
                               series A preferred shares issued
                               (October 31, 2000 - nil)                                                  1                -
                   100,000,000 common shares with a par value of $0.001 per share
                               authorized, 16,890,174 issued (2000 - 12,777,621 issued)             16,890             16,890
              Additional paid-in capital                                                        11,872,131          7,840,973
              Discount on convertible preferred shares                                             (90,037)               -
              Exchangeable shares of subsidiary                                                  2,108,538                -
              Deficit                                                                          (16,639,518)        (5,550,504)
              Accumulated other comprehensive income                                               (12,601)           (12,601)
                                                                                                (2,744,596)         2,290,646
         Going concern (note 1(a))
         Economic dependence (note 1(b))
         Commitments and contingencies (notes 10 and 15)
         Subsequent events (note 16)

                                                                                            $      486,500    $     8,275,272
</TABLE>

         See accompanying notes to consolidated financial statements.

         Approved by the Board:



                                                                  ,  Director
         ---------------------------------------------------------
                                                                  ,  Director
         ---------------------------------------------------------


<PAGE>
         Globus Wireless Ltd.
         Consolidated Statements of Loss and Comprehensive Loss

         $ United States

         Years ended October 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                                                                     2001                2000

<S>                                                             <C>      <C>              <C>                 <C>
         Sale of cellular phones and related accessories (notes 1(a) and 7)               $    18,698,188     $     6,107,253
         Cost of sales                                                                         17,524,125           5,163,933
------------------------------------------------------------------------------------------------------------------------------
                                                                                                1,174,063             943,320

         Engineering revenue and compliance testing (note 1(b))                                   739,196             189,048
------------------------------------------------------------------------------------------------------------------------------
                                                                                                1,913,259           1,132,368

         Expenses
              Amortization                                                                        375,166             132,316
              General and administrative                                                        6,653,652           1,943,211
              Interest                                                                            684,426             171,009
              Research and development                                                            775,443             103,487
              Write-down of wholesale and retail distribution assets (note 7)                   4,117,268                 -
                                                                                               12,605,955           2,350,023

------------------------------------------------------------------------------------------------------------------------------
         Loss before other income                                                             (10,692,696)         (1,217,655)

         Other income                                                                              15,688              12,042

         Loss                                                                             $   (10,677,008)    $    (1,205,613)
------------------------------------------------------------------------------------------------------------------------------


         Weighted average number of common shares, basic and diluted                           31,777,495          11,896,115
         Loss per common share, basic and diluted                                         $         (0.34)    $            (0.10)
------------------------------------------------------------------------------------------------------------------------------

         Comprehensive loss:
           Loss                                                                           $   (10,677,008)    $    (1,205,613)
           Foreign currency translation adjustment                                                    -                   -
------------------------------------------------------------------------------------------------------------------------------
         Comprehensive loss                                                               $   (10,677,008)    $    (1,205,613)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>





         See accompanying notes to consolidated financial statements.




<PAGE>
Globus Wireless Ltd.
Consolidated Statements of Stockholders' Deficiency

$ United States

Years ended October 31, 2001 and 2000

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                  Discount on
                                                                                  Convertible    Exchangeable     Additional
                                     Common Shares         Preferred Shares        Preferred       Shares of        Paid-in
                                  --------------------    --------------------
                                   Number     Amount       Number     Amount         Shares      Subsidiary        Capital
------------------------------------------------------------------------------------------------------------------------------

<S>                             <C>         <C>                      <C>         <C>             <C>            <C>
Balance, October 31, 1999       11,079,930  $  11,080          -     $    -      $       -       $       -      $ 4,563,514
Common stock issued for
  subscriptions for common
  stock                            384,000        384          -          -              -               -          435,091
Common stock issued for
  subscription for common
  stock for lawsuit settlement      47,500         48          -          -              -               -           97,802
Common stock issued for a
  subscription  for common
  stock received in  prior year     29,070         29          -          -              -               -            8,304
Common stock issued for
  cash, net of share issue costs   789,833        790          -          -              -               -        1,591,738
Exercise of options for cash        33,455         33          -          -              -               -           24,633
Common stock issued
  for services                      20,000         20          -          -              -               -           62,480
Common stock issued for
  notes receivable                  93,833         94          -          -              -               -          184,759
Notes receivable                         -          -          -          -              -               -         (184,853)
Compensation cost of options
  issued to  employees                   -          -          -          -              -               -           57,905
Compensation cost of warrants
  issued to  non-employees               -          -          -          -              -               -          101,500
Common stock issued to acquire
  Edge Continental Inc.
  (note 2)                         300,000        300          -          -              -               -          773,100
Conversion feature
  of bridge financing
  payable (note 9)                       -          -          -          -              -               -          125,000
Loss                                     -          -          -          -              -               -                -
------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2000       12,777,621     12,778          -          -              -               -        7,840,973
Exchangeable shares of
  subsidiary issued to acquire
  PCI (note 2)                           -          -          -          -              -       2,215,354                -
Exchangeable shares of
  subsidiary cancelled
  (note 2)                               -          -          -          -              -        (106,816)               -
Preferred shares issued
  upon conversion of
  bridge financing (note 9)              -          -      1,500          2              -               -        1,499,998
Common shares issued
  for notes receivable              83,333         83          -          -              -               -          108,250
Notes receivable                         -          -          -          -              -               -         (108,333)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                  Accumulated          Total
                                                                        Other   Stockholders
                                         Share     Accumulated  Comprehensive         Equity
                                 Subscriptions         Deficit         Income   (Deficiency)
------------------------------------------------------------------------------------------------------------------------------

<S>              <C> <C>            <C>            <C>             <C>          <C>
Balance, October 31, 1999           $  533,325     $(4,344,891)    $  (12,601)  $   750,427
Common stock issued for
  subscriptions for common
  stock                               (435,475)              -              -             -
Common stock issued for
  subscription for common
  stock for lawsuit settlement         (97,850)              -              -             -
Common stock issued for a
  subscription  for common
  stock received in  prior year              -               -              -         8,333
Common stock issued for
  cash, net of share issue costs             -               -              _     1,592,528
Exercise of options for cash                 -               -              -        24,666
Common stock issued
  for services                               -               -              -        62,500
Common stock issued for
  notes receivable                           -               -              -       184,853
Notes receivable                             -               -              -      (184,853)
Compensation cost of options
  issued to  employees                       -               -              -        57,905
Compensation cost of warrants
  issued to  non-employees                   -               -              -       101,500
Common stock issued to acquire
  Edge Continental Inc.
  (note 2)                                   -               -              -       773,400
Conversion feature
  of bridge financing
  payable (note 9)                           -               -              _       125,000
Loss                                         -               -              -    (1,205,613)
------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2000                    -      (5,550,504)       (12,601)     2,290,646
Exchangeable shares of
  subsidiary issued to acquire
  PCI (note 2)                               -               -              -      2,215,354
Exchangeable shares of
  subsidiary cancelled
  (note 2)                                   -               -              -       (106,816)
Preferred shares issued
  upon conversion of
  bridge financing (note 9)                  -               -              -      1,500,000
Common shares issued
  for notes receivable                       -               -              -        108,333
Notes receivable                             -               -              -       (108,333)

</TABLE>

<PAGE>
Globus Wireless Ltd.
Consolidated Statements of Stockholders' Deficiency (continued)

$ United States

Years ended October 31, 2001 and 2000
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                             Discount on
                                                                             Convertible    Exchangeable     Additional
                                  Common Shares        Preferred Shares        Preferred       Shares of        Paid-in
                               --------------------    --------------------
                                Number     Amount       Number     Amount         Shares      Subsidiary        Capital
--------------------------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>          <C>        <C>       <C>             <C>          <C>
Common shares issued
  for wages                    235,000        235          -          -              -               -          227,390
Common shares issued for
  share issue costs             19,000         19          -          -              -               -           36,803
Share issue costs                  -          -            -          -              -               -         (190,275)
Common shares issued
  for services                 503,887        504          -          -              -               -          297,174
Common shares issued for
  leasehold improvements        43,000         43          -          -              -               -           73,874
Vested common shares
  issued for services           20,000         20          -          -              -               -              (20)
Beneficial conversion feature
  of bridge financing (note 9)     -          -            -          -              -               -          215,900
Fair value of warrants
  granted to non-employees
  (notes 9 and 13)                 -          -            -          -         (124,500)            -          292,159
Beneficial conversion
  feature of  convertible
  preferred shares
  (note 9)                         -          -            -          -         (231,100)            -          231,100
Amortization of discount on
  convertible preferred shares     -          -            -          -          265,563             -              -
Beneficial conversion
  feature of convertible notes
  payable (note 13)                -          -            -          -              -               -          706,409
Compensation cost of options
  granted to employees (note 14)   -          -            -          -              -               -           95,318
Cancellation of common
  shares (note 2)              (75,000)       (75)         -          -              -               -         (193,275)
Conversion of preferred
  shares                     1,944,038      1,944         (299)        (1)           -               -           (1,943)
Common shares issued to
  settle dividends on
  preferred shares             184,295        184          -          -              -               -           25,358
Common shares
  issued for cash              625,000        625          -          -              -               -          216,250
Fair value of warrants granted
  on
  research and development
  (note 12)                        -          -            -          -              -               -           38,500
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                                 Accumulated          Total
                                                                       Other   Stockholders
                                        Share     Accumulated  Comprehensive         Equity
                                Subscriptions         Deficit         Income   (Deficiency)
--------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>      <C>             <C>             <C>
Common shares issued
  for wages                             -               -              -          227,625
Common shares issued for
  share issue costs                     -               -              -           36,822
Share issue costs                       -               -              -         (190,275)
Common shares issued
  for services                          -               -        297,678
Common shares issued for
  leasehold improvements                -               -              -           73,917
Vested common shares
  issued for services                   -               -              -
Beneficial conversion feature
  of bridge financing (note 9)          -               -              -          215,900
Fair value of warrants
  granted to non-employees
  (notes 9 and 13)                      -               -              -          167,659
Beneficial conversion
  feature of  convertible
  preferred shares
  (note 9)                              -               -              -                -
Amortization of discount on
  convertible preferred shares          -        (265,563)             -                -
Beneficial conversion
  feature of convertible notes
  payable (note 13)                     -               -              -          706,409
Compensation cost of options
  granted to employees (note 14)        -               -              -           95,318
Cancellation of common
  shares (note 2)                       -               -              -         (193,350)
Conversion of preferred
  shares                                -               -              -                -
Common shares issued to
  settle dividends on
  preferred shares                      -               -              -           25,542
Common shares
  issued for cash                       -               -              -          216,875
Fair value of warrants granted
  on
  research and development
  (note 12)                             -               -              -           38,500

</TABLE>

<PAGE>
Globus Wireless Ltd.
Consolidated Statements of Stockholders' Deficiency (continued)

$ United States

Years ended October 31, 2001 and 2000
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                                             Discount on
                                                                             Convertible    Exchangeable     Additional
                                  Common Shares        Preferred Shares        Preferred       Shares of        Paid-in
                               --------------------    --------------------
                                Number     Amount       Number     Amount         Shares      Subsidiary        Capital
--------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>       <C>          <C>             <C>             <C>
Common shares issued on
  conversion of convertible
  notes payable (note 13)      126,211        126          -          -              -               -           15,273
Common shares issued in
  lieu of cash payment of
  interest on convertible
  notes payable                  3,789          4          -          -              -               -              462
Common shares issued
  to settle lawsuit (note 11)  400,000        400          -          -              -               -          151,600
Uncollectible notes receivable
  previously issued for
  common shares (note 7)           -          -            -          -              -               -          293,186
Dividends on preferred shares      -          -            -          -              -               -              -
Loss                               -          -            -          -              -               -              -

---------------------------------------------------------------------------------------------------------------------------
Balance, October
  31, 2001                  16,890,174    $16,890        1,201    $     1    $   (90,037)    $ 2,108,538    $11,872,131
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                                 Accumulated          Total
                                                                       Other   Stockholders
                                        Share     Accumulated  Comprehensive         Equity
                                Subscriptions         Deficit         Income   (Deficiency)
--------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>               <C>          <C>
Common shares issued on
  conversion of convertible
  notes payable (note 13)               -               -              -           15,399
Common shares issued in
  lieu of cash payment of
  interest on convertible
  notes payable                         -               -              -              466
Common shares issued
  to settle lawsuit (note 11)           -               -              -          152,000
Uncollectible notes receivable
  previously issued for
  common shares (note 7)                -               -              -          293,186
Dividends on preferred shares           -          (146,443)           -         (146,443)
Loss                                    -       (10,677,008)           -      (10,677,008)

---------------------------------------------------------------------------------------------------------------------------
Balance, October
  31, 2001                             $-      $(16,639,518)    $(12,601)     $(2,744,596)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
         Globus Wireless Ltd.
         Consolidated Statements of Cash Flows

         $ United States

         Years ended October 31, 2001 and 2000
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                                                                     2001                2000
---------------------------------------------------------------------------------------------------------------------------

         Cash flows from operating activities:
<S>                                                                                         <C>                 <C>
         Loss                                                                               $  (10,677,008)     $  (1,205,613)
              Non cash items:
                 Amortization                                                                      375,166            132,316
                 Amortization of deferred financing costs                                           56,598                -
                 Amortization of discount on convertible notes payable                             136,772                -
                 Common shares and convertible promissory note issued to settle lawsuit            220,000                -
                 Common shares issued for leasehold improvements                                    73,917                -
                 Common shares issued for services                                                 297,678             62,500
                 Common shares issued for subscription received in prior year                          -                8,333
                 Common shares issued for wages                                                    227,625                -
                 Common shares issued in lieu of cash payment of interest on
                   convertible notes payable                                                           466                -
                 Compensation cost of options issued to employees                                   95,318             57,905
                 Conversion feature of bridge financing payable                                    215,900            125,000
                 Fair value of warrants issued to non-employees                                        -              101,500
                 Research and development costs paid with convertible
                   promissory note and warrants                                                    399,500                -
                 Write-down of wholesale and retail distribution assets                          4,117,268                -
              Changes in non cash working capital:
                 Decrease (increase) in accounts receivable                                      4,745,700         (4,306,966)
                 Decrease (increase) in inventory                                                1,136,030           (422,440)
                 Decrease in prepaid expenses                                                       18,576             63,539
                 (Decrease) increase in accounts payable                                        (3,394,069)         3,526,599
---------------------------------------------------------------------------------------------------------------------------
                                                                                                (1,954,563)        (1,857,327)
         Cash flows from investing activities:
             Loans and other advances                                                               82,508            (82,508)
             Purchase of fixed assets                                                             (229,940)          (166,087)
             Website development costs                                                             (22,763)           (33,516)
             Purchase of patents and trademarks                                                    (14,563)            (7,084)
             Advances to former shareholders of PCI Marketing & Communications Inc. (note 2)      (259,498)               -
             Business combinations (note 2)                                                        (58,978)            21,022
---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (503,234)          (289,195)
         Cash flows from financing activities:
             Common stock issued for cash, net of share issue costs                                 63,422          1,617,194
             Repayment of loans payable to related parties                                        (780,375)          (159,745)
             Repayment of due to stockholders                                                     (327,484)               -
             Proceeds from bridge financing payable                                              1,000,000            500,000
             Proceeds from notes payable                                                           475,000                -
             Proceeds from convertible notes payable                                             2,135,000                -
             Financing costs paid                                                                 (360,500)               -
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 2,205,063          1,957,449

---------------------------------------------------------------------------------------------------------------------------
         Decrease in cash and cash equivalents                                                    (252,734)          (168,051)

         Cash and cash equivalents, beginning of year                                              319,511            487,562

---------------------------------------------------------------------------------------------------------------------------
         Cash and cash equivalents, end of year                                             $       66,777      $     319,511
---------------------------------------------------------------------------------------------------------------------------

         Supplemental cash flow information:
                Interest paid                                                               $      207,391      $      46,009
                Income taxes paid                                                                      -                  -
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
         Globus Wireless Ltd.
         Consolidated Statements of Cash Flows (continued)

         $ United States

         Years ended October 31, 2001 and 2000
------------------------------------------------------------------------------------------------------------------------------
                                                                                                     2001                2000
------------------------------------------------------------------------------------------------------------------------------

         Non-cash financing and investing activities:
<S>                                                                                              <C>                  <C>
                Common shares issued for subscriptions made in prior year                              -              435,475
                Common shares issued for subscriptions received in prior year                          -                8,333
                Exchangeable shares of subsidiary issued upon business combination               2,215,354                -
                Amounts receivable extinguished by cancellation of exchangeable shares
                        of subsidiary                                                              106,816                -
                Preferred shares issued upon conversion of bridge financing                      1,500,000                -
                Common shares issued for notes receivable                                          108,333            184,853
                Common shares issued for wages                                                     227,625                -
                Common shares issued for share issue costs                                          36,822                -
                Common shares issued for services                                                  297,678             62,500
                Common shares issued for leasehold improvements                                     73,917                -
                Beneficial conversion feature of bridge financing                                  215,900                -
                Fair value of warrants granted to non-employees                                    292,159            101,500
                Beneficial conversion feature of convertible preferred shares                      231,100                -
                Amortization of discount on convertible preferred shares                           265,563                -
                Beneficial conversion feature of convertible notes payable                         706,409                -
                Compensation cost of options granted to employees                                   95,318             57,905
                Common stock issued on business combination                                            -              773,400
------------------------------------------------------------------------------------------------------------------------------
                Cash consideration payable on business combination                                     -              489,717
                Common shares cancelled (note 2)                                                   193,350                -
                Common shares issued to settle accrued dividends on preferred shares                25,542                -
                Accrued dividends on preferred shares                                              146,443                -
                Extinguishment of amount due to stockholder (note 2)                               162,233                -
                Common shares issued on conversion of convertible notes payable                     15,399                -
                Common shares issued in lieu of cash payment of interest on convertible
                        notes payable                                                                  466                -
                Common shares and convertible promissory note issued to settle lawsuit             220,000                -

</TABLE>

         See accompanying notes to consolidated financial statements.


<PAGE>

         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements

         $ United States

         Years ended October 31, 2001 and 2000

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

         Globus Wireless Ltd. ("the Company" or "Globus") was incorporated under
         the laws of the State of Nevada on June 10, 1987. The major activities
         of the Company include the wholesale and retail distribution of
         cellular phones and related accessories in North America, specific
         absorbtion rate ("SAR") compliance testing of wireless devices and
         developing SAR solutions for wireless devices. (See notes 7 and 12)

         1.   Significant accounting policies:

              (a) Going concern
                  These financial statements have been prepared on the going
                  concern basis, which assumes the realization of assets and
                  liquidation of liabilities and commitments in the normal
                  course of business. As at October 31, 2001 the Company was in
                  default of certain debt obligations, had a significant working
                  capital deficiency and deficit and has suffered recurring
                  losses from operations. The application of the going concern
                  concept is dependent upon the company's ability to generate
                  future profitable operations and receive continued financial
                  support from its suppliers, shareholders and other investors.
                  These consolidated financial statements do not give effect to
                  any adjustment should the Company be unable to continue as a
                  going concern and therefore, be required to realize its assets
                  and discharge its liabilities in other than the normal course
                  of business and at amounts differing from those reflected in
                  the consolidated financial statements. Management plans to
                  continue to negotiate with creditors and to pursue debt and
                  equity financing to support operations until operations become
                  profitable. Management anticipates equity financing to occur
                  during the first and second quarter of fiscal 2002. Further,
                  subsequent to October 31, 2001 management decided to
                  discontinue certain areas of the business including the
                  wholesale and retail distribution of cellular phones and
                  related accessories, which has comprised all of the Company's
                  product sales in the years presented.

                  As a result, the Company is now focused solely on SAR
                  compliance testing and developing SAR solutions for wireless
                  devices using wireless technologies recently acquired as
                  described in note 7. Management believes the plans described
                  above will be sufficient to meet the Company's liabilities and
                  commitments as they become payable over the next twelve
                  months. There can be no assurance that management's plans will
                  be successful as such plans are contingent upon ongoing
                  support from various creditors. Failure to maintain the
                  support of creditors, obtain additional external debt or
                  equity financing and generate sufficient working capital from
                  operations through the exclusive focus on SAR compliance
                  testing and developing other wireless technologies, will cause
                  the Company to curtail operations and the Company's ability to
                  continue as a going concern will be impaired. The outcome of
                  these matters cannot be predicted at this time.
              (b) Economic Dependence
                  The incurrence of certain research and development costs as
                  noted in note 12, as well as the revised business plan to
                  focus exclusively on SAR compliance testing and developing SAR
                  solutions for wireless devices, as noted in note 7, has caused
                  the Company to be economically dependent upon one employee.
                  The Company has signed an employment agreement with this
                  employee that expires February 29, 2004.

              (b) Basis of presentation and consolidation

                  The consolidated financial statements include the accounts of
                  the Company and its wholly-owned subsidiaries. All significant
                  intercompany balances and transactions have been eliminated.

              (c) Use of estimates

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America requires management to make estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities and disclosures 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.
                  Significant areas requiring management to make estimates
                  include the useful life and impairment in value of fixed
                  assets and goodwill.

              (d) Inventories

                  Inventories are recorded at the lower of cost, determined on a
                  first in, first out basis, and net realizable value.
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 2)

         $ United States

         Years ended October 31, 2001 and 2000

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

         1.   Significant accounting policies (continued):

              (e) Fixed assets

                  Fixed assets are recorded at cost. The carrying values of
                  fixed assets are reviewed on a regular basis for the existence
                  of facts and circumstances, both internally and externally,
                  that may suggest impairment (see note 7). Amortization is
                  provided annually on a straight-line basis over the assets'
                  estimated useful lives as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                   <C>
                  Computer equipment                                                                                  5 years
                  Computer software                                                                                   2 years
                  Furniture and fixtures                                                                              5 years
-------------------------------------------------------------------------------------------------------------------
                  Leasehold improvements                                                                              5 years
                  Research and development equipment                                                                  5 years

</TABLE>

              (f) Website development

                  Website development costs incurred in the planning stage are
                  expensed as incurred. The costs of application and
                  infrastructure development incurred subsequent to the
                  preliminary project stage, and that have received management
                  approval for further development, are capitalized and
                  amortized on the straight-line method over their estimated
                  useful life (estimated to be two years). Once the website is
                  developed, operating costs are expensed as incurred.

              (g) Patents and trademarks

                  Patents and trademarks are recorded at cost. Amortization is
                  provided annually on a straight-line basis over five years.

              (h) Goodwill

                  Goodwill represents the excess of the purchase price over the
                  fair value of assets acquired in business acquisitions
                  accounted for under the purchase method. The carrying value of
                  goodwill is reviewed on a regular basis for the existence of
                  facts and circumstances, both internally and externally, that
                  may suggest impairment (see note 7). Amortization is provided
                  annually on a straight-line basis over fifteen years.

              (i) Revenue recognition

                  Revenue from the sale of products is recognized at the time of
                  shipment of inventory when the risks and rewards of ownership
                  have transferred to the customer. Revenue from engineering and
                  SAR compliance testing services is recognized ratably over the
                  contract period.

              (j) Income taxes

                  The Company accounts for income taxes by the asset and
                  liability method. Under the asset and liability method,
                  deferred tax assets and liabilities are recognized for the
                  future tax consequences attributable to differences between
                  the financial statement carrying amounts of existing assets
                  and liabilities and their respective tax bases, and operating
                  loss and tax credit carryforwards. Deferred tax assets and
                  liabilities are measured using enacted tax rates expected to
                  apply to taxable income in the years in which those temporary
                  differences are expected to be recovered or settled. The
                  effect on deferred tax assets and liabilities of a change in
                  tax rates is recognized in income in the period that includes
                  the enactment date. When it is not considered to be more
                  likely than not that a deferred tax asset will be realized, a
                  valuation allowance is provided for the excess.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 3)

         $ United States

         Years ended October 31, 2001 and 2000

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

         1.   Significant accounting policies (continued):

              (j) Income taxes (continued)
                  Although the Company has consolidated loss carryforwards of
                  approximately $10,000,000 available, no amount has been
                  reflected on the balance sheet for deferred income taxes as
                  any deferred income tax asset has been fully offset by a
                  valuation allowance.

              (l) Translation of financial statements

                  The functional currency of the Company and its subsidiaries is
                  the United States dollar. The Company's subsidiaries operate
                  in Canada and their operations are conducted in Canadian
                  currency. However, their functional currency has been
                  determined to be United States dollars as they are a direct
                  and integral component of the Company's operations. The method
                  of translation applied is as follows:
                  i)  Monetary assets and liabilities are translated at the rate
                      of exchange in effect at the balance sheet date, being US
                      $1.00 per Cdn $1.5800 at October 31, 2001 (2000 -
                      $1.5315).
                  ii) Non-monetary assets and liabilities are translated at the
                      rate of exchange in effect at the date the transaction
                      occurred.
                  iii)Revenues and expenses are translated at the exchange rate
                      in effect at the transaction date.
                  iv) The net adjustment arising from the translation is
                      included in the consolidated statement of loss and
                      comprehensive loss.

              (m) Financial instruments

                  The fair values of cash and cash equivalents, accounts
                  receivable, loans and other advances and accounts payable and
                  accrued liabilities approximate their carrying values due to
                  the relatively short period to maturity of these instruments.
                  The fair values of loans payable to related parties and
                  amounts due to stockholders are not readily determinable due
                  to the related party nature of the amounts and the absence of
                  an active trading market for such instruments. The fair value
                  of the bridge financing payable and all convertible promissory
                  notes and convertible notes payable approximate their carrying
                  amounts due to their fixed interest rates approximating
                  interest rates for similar instruments at the financial
                  statement date. The maximum credit risk exposure for all
                  financial assets is the carrying amount of that asset.

              (n) Loss per share

                  Basic loss per share has been calculated by dividing income
                  available to common shareholders by the weighted average
                  number of common shares outstanding during the period, which
                  includes the effect of shares issuable for little or no
                  consideration (note 2). Income available to common
                  shareholders excludes dividends declared and cumulative
                  dividends on preferred shares, if any. In calculating diluted
                  loss per share, the Company considers the dilutive effect of
                  assuming the full exercise of stock options (note 14) and
                  stock purchase warrants (notes 9, 12 and 13), and the full
                  conversion of convertible preferred shares (note 9) and
                  convertible notes payable (note 13). However, as the Company
                  has a loss in each of the periods presented, all such
                  securities are anti-dilutive and basic and diluted loss per
                  share is the same.

              (o) Stock option plans
                  During the year ended October 31, 1999, the Board of Directors
                  approved a stock option plan whereby directors, officers,
                  consultants and employees of the Company could be granted
                  options to subscribe for restricted stock of the Company.
                  Options granted pursuant to this plan are not subject to a
                  vesting period, have exercise periods of not more than ten
                  years from the date of grant, and have exercise prices not
                  less than 85% of the fair market value of the Company's common
                  stock at the date of grant.

                  During the year ended October 31, 2001, the Company approved a
                  stock option plan whereby directors, key employees and
                  consultants of the Company could be granted options to
                  subscribe for up to a maximum, in aggregate, of 2,400,000
                  common shares of the Company. The exercise price and vesting
                  period are determined by the Board of Directors at the time of
                  grant and are exercisable for up to 5 years or as otherwise
                  determined by the Board.
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 4)

         $ United States

         Years ended October 31, 2001 and 2000

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

         1.   Significant accounting policies (continued):

              (o) Stock option plans (continued)
                  The Company applies APB Opinion No. 25 in accounting for stock
                  options granted to employees whereby compensation cost is
                  recorded only to the extent that the market price exceeds the
                  exercise price at the date of grant. Options granted to
                  non-employees are accounted for at their fair value at the
                  date the related services are provided.

              (p) Cash and cash equivalents

                  Cash and cash equivalents are comprised of the following
                  amounts:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001               2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                <C>
                  Cash                                                                       $      66,777      $     120,595
                  Interest bearing deposit                                                             -              198,916
------------------------------------------------------------------------------------------------------------------------------
                                                                                             $      66,777      $     319,511
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  The Company considers all highly liquid securities with an
                  original term to maturity of three months or less to be cash
                  equivalents.

              (q) Research and development

                  Research and development costs are expensed as incurred.

              (r) Recent accounting pronouncements

                  In July 2001, the Financial Accounting Standards Board issued
                  statement of Financial Accounting Standards No. 141, "Business
                  Combinations" ("SFAS 141") and Statement of Financial
                  Accounting Standards No. 142, "Goodwill and Other Intangible
                  Assets" ("SFAS 142"). SFAS 141 requires all business
                  combinations to be accounted for using the purchase method of
                  accounting and is effective for all business combinations
                  initiated after June 30, 2001. SFAS 142 requires goodwill to
                  be tested for impairment under certain circumstances, and
                  written off when impaired, rather than being amortized as
                  previous standards required. SFAS 142 is effective for fiscal
                  yeas beginning after December 15, 2001. Early application is
                  permitted for entities with fiscal years beginning after March
                  15, 2001 provided that the first interim period financial
                  statements have not been previously issued. The adoption of
                  SFAS 141 did not have a material effect on the Company's
                  operating results or financial condition. Adoption of SFAS 142
                  is not expected to materially impact the Company's operating
                  results or financial condition.

         2.   Business combinations:

              PCI Marketing & Communications Inc. ("PCI")

              On December 31, 2000, the Company acquired PCI for a total
              purchase price of $2,330,635 in a transaction accounted for under
              the purchase method of accounting in accordance with APB Opinion
              No. 16. PCI's principal activity is the online retail sale of
              wireless communication products. Pursuant to the terms of an
              amalgamation and re-organization agreement, PCI amalgamated with
              906548 Alberta Inc., a wholly owned subsidiary of the Company, and
              formed Globus Online Inc. The former stockholders of PCI received
              9,481,100 Class A non-voting exchangeable shares of Globus Online
              Inc., valued at $0.23366 per share, in exchange for all of the
              outstanding shares of PCI on a one for one basis upon
              amalgamation. The former PCI stockholders may exchange their Class
              A shares of Globus Online Inc. for common shares of the Company,
              at the option of the holder, at any time for a period of three
              years from the date of issuance. The number of common shares of
              the Company to be exchanged for each Class A share of Globus
              Online Inc. will be based on the fair market value of the
              Company's common shares at the date of exchange, such that an
              equal value of the Company's common shares will be issued for the
              value of the Class A shares exchanged, valued at $0.23366 per
              share. Any unexchanged Class A shares of Globus Online Inc.
              outstanding at December 31, 2003 will be automatically exchanged
              for common shares of the Company. Accordingly, the acquisition has
              been recorded at $2,330,635 being the value of the 9,481,100 Class
              A shares of $2,215,354 plus direct acquisition costs of $115,281.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 5)

         $ United States

         Years ended October 31, 2001 and 2000

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

         2.   Business combinations (continued):

              None of the Class A shares of Globus Online Inc. held by the
              former shareholders of PCI have been exchanged for common shares
              of the Company at October 31, 2001. During 2001, amounts
              receivable from two of the former shareholders of PCI of $106,816
              were extinguished by the cancellation of 457,142 Class A
              exchangeable common shares of Globus Online Inc. held by the
              former shareholders. Accordingly, the value of the remaining Class
              A shares issued of $2,108,538 has been disclosed as a separate
              component of stockholders' equity called "Exchangeable shares of
              subsidiary".

              The actual number of common shares to be issued upon conversion of
              the Class A non-voting exchangeable shares of Globus Online Inc.
              is currently being disputed by the Company. A number of issues
              require resolution before the number of shares issuable can be
              determined. Basic loss per share includes the effect of the
              conversion of the exchangeable shares using the Company's common
              stock price at October 31, 2001 as they are exchangeable for no
              further consideration.

              The purchase price allocation is based on management's estimate of
              the fair values of PCI's tangible assets and liabilities.
<TABLE>
<CAPTION>

              Allocation of the purchase price is as follows:
<S>                                                                                                                   <C>
                  Cash                                                                                                $ 56,303
                  Accounts receivable                                                                                    7,388
                  Inventory                                                                                              4,257
                  Fixed assets                                                                                          49,968
                  Accounts payable and accrued liabilities                                                            (307,327)
                  Due to shareholders                                                                                   (5,778)
                  Due to Globus Wireless Ltd.                                                                         (146,904)
                  Goodwill                                                                                           2,672,728
-------------------------------------------------------------------------------------------------------------------------------
                  Net assets acquired                                                                              $ 2,330,635
-------------------------------------------------------------------------------------------------------------------------------
              The purchase consideration is summarized as follows:
                  Exchangeable Class A shares of Globus Online Inc.                                                $ 2,215,354
                  Acquisition costs                                                                                    115,281
-------------------------------------------------------------------------------------------------------------------------------
                  Total purchase price                                                                             $ 2,330,635
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              The pro forma consolidated financial information for the twelve
              month periods ended October 31, 2001 and 2000, determined as if
              the acquisition of PCI had occurred on November 1 of each period,
              would have resulted in the following:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001                2000
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                <C>
              Revenues                                                                       $  19,903,089      $    7,052,348
              Loss                                                                           $ (10,801,910)     $   (1,540,563)
              Basic and diluted loss per share                                               $      (0.77)      $       (0.12)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              This unaudited pro forma information is presented for illustrative
              purposes only and is not necessarily indicative of the results of
              operations in future periods or results that would have been
              achieved had the Company and PCI been combined during the
              specified periods.

              Edge Continental, Inc. ("Edge")

              Effective September 1, 2000, Globus acquired Edge for a total
              purchase price of $1,545,262 in a transaction accounted for under
              the purchase method of accounting in accordance with APB Opinion
              No. 16. Edge's principal activity is the wholesale distribution of
              cellular phones and related accessories. Globus issued 300,000
              shares of its common stock with a fair value of $773,400, agreed
              to pay cash consideration of $679,579 and paid direct acquisition
              costs of $92,283 for all of the outstanding common stock of Edge.
              The common stock issued by Globus was valued using the average of
              Globus' stock price on the date the transaction was announced and
              the prices of the stock two days before and after the
              announcement. The cash consideration was payable in increments of
              $169,895 on October 31, 2000, December 31, 2000, March 31, 2001
              and June 30, 2001. Outstanding cash consideration, bears interest
              at 6% per annum and is unsecured.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 6)

         $ United States

         Years ended October 31, 2001 and 2000

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------

         2.   Business combinations (continued):

              The purchase price allocation is based on management's estimate of
              the fair values of Edge's tangible assets and liabilities.

              Allocation of the purchase price is as follows:
<S>                                                                                                           <C>
                  Cash                                                                                        $        303,167
                  Accounts receivable                                                                                  531,714
                  Inventories                                                                                          721,451
                  Prepaid expenses                                                                                      19,683
                  Fixed assets                                                                                          85,446
                  Accounts payable and accrued liabilities                                                            (546,709)
                  Loans payable to related parties                                                                    (940,120)
                  Goodwill                                                                                           1,370,630
-------------------------------------------------------------------------------------------------------------------------------
                  Net assets acquired                                                                         $      1,545,262
-------------------------------------------------------------------------------------------------------------------------------

              The purchase consideration is summarized as follows:
                  Common stock                                                                                $        773,400
                  Cash                                                                                                 189,862
                  Due to stockholders                                                                                  489,717
                  Acquisition costs                                                                                     92,283
-------------------------------------------------------------------------------------------------------------------------------
                  Total purchase price                                                                        $      1,545,262
-------------------------------------------------------------------------------------------------------------------------------

              The pro forma consolidated financial information for the year
              ended October 31, 2000, determined as if the acquisition of Edge
              had occurred on November 1, 2000, would have resulted in the
              following:

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         2000
-------------------------------------------------------------------------------------------------------------------------------
              Sales                                                                                             $  11,447,000
              Loss                                                                                              $    (973,000)
              Loss per share                                                                                    $       (0.08)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              This unaudited pro forma information is presented for illustrative
              purposes only and is not necessarily indicative of the results of
              operations in future periods or results that would have been
              achieved had the Company and Edge been combined during the
              specified period.

              During the year ended October 31, 2001, pursuant to a resignation
              and settlement agreement with one of the former shareholders of
              Edge, the Company cancelled 75,000 common shares that were
              originally issued to acquire Edge. The original value of the
              cancelled shares of $193,350, along with the cancellation of a
              note payable of $162,233, were recorded as a reduction of goodwill
              related to the acquisition with corresponding reductions of
              stockholders' equity and due to stockholders.

<TABLE>
<CAPTION>
         3.   Fixed assets:

             2001                                                                              Accumulated
                                                                                              Amortization           Net Book
                                                                                  Cost     and Write-downs              Value
<S>                                                                    <C>                  <C>                  <C>
             Computer equipment                                        $        71,444      $       43,773       $     27,671
             Computer software                                                  54,030              46,152              7,878
             Furniture and fixtures                                            301,122             291,760              9,362
             Leasehold improvements                                            114,584             114,584                -
             Engineering and testing equipment                                 359,174             162,523            196,651
-------------------------------------------------------------------------------------------------------------------------------
                                                                       $       900,354      $      658,792       $    241,562
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 7)

         $ United States

         Years ended October 31, 2001 and 2000

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------

         3.   Fixed assets (continued):

             2000                                                                              Accumulated           Net Book
                                                                                  Cost        Amortization              Value
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>                  <C>
             Computer equipment                                        $        71,444      $       12,583       $     58,861
             Computer software                                                  38,274              29,091              9,183
             Furniture and fixtures                                             64,530              25,730             38,800
             Leasehold improvements                                            114,584              21,550             93,034
             Research and development equipment                                344,288             115,428            228,860
                                                                       $       633,120      $      204,382       $    428,738

         4.   Website development:

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001               2000
-------------------------------------------------------------------------------------------------------------------------------

              Capitalized costs                                                             $       56,279      $      33,516
              Accumulated amortization and write-down (Note 7)                                     (40,924)            (1,397)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                            $       15,355      $      32,119
-------------------------------------------------------------------------------------------------------------------------------

         5.   Patents and trademarks:

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001               2000
-------------------------------------------------------------------------------------------------------------------------------

              Capitalized costs                                                             $       42,190      $      27,627
              Accumulated amortization and write-down (Note 7)                                     (27,067)            (6,984)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                            $       15,123      $      20,643
-------------------------------------------------------------------------------------------------------------------------------

         6.   Goodwill:

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001               2000
-------------------------------------------------------------------------------------------------------------------------------

              Capitalized costs                                                             $    3,687,775      $   1,370,630
              Accumulated amortization and write-downs (note 7)                                 (3,687,775)           (15,221)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                            $     -             $   1,355,409
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         7.   Write-down of wholesale and retail distribution assets:

              During the years ended October 31, 2001 and 2000, the Company paid
              $2,330,635 and $1,545,262, respectively, for the tangible assets
              and liabilities of PCI and Edge (see note 2). As at October 31,
              2001, the wholesale and retail distribution of cellular phones and
              related accessories business, including the assets of PCI and Edge
              had sustained substantial operating losses. Subsequent to October
              31, 2001, the Company decided to discontinue its operations
              related to the PCI and Edge acquisitions as well as the
              pre-existing operations related to the wholesale and retail
              distribution of cellular phones and related accessories in North
              America. Related to this decision, the Company has written down
              certain assets to their estimated fair value. Details of the total
              amount of write-down are as follows:
<TABLE>
<CAPTION>

              Notes receivable originally issued to employees of PCI and Edge
<S>                                                                                                             <C>
                in exchange for common shares                                                                   $     293,186
              Fixed assets                                                                                            354,061
              Website development                                                                                      22,763
              Patents and trademarks                                                                                   14,563
              Goodwill                                                                                              3,432,695
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                $   4,117,268
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Fair value has been determined by employment of a discounted cash
flow model.
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 8)

         $ United States

         Years ended October 31, 2001 and 2000

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------

         7.   Write-down of wholesale and retail distribution assets (continued):

              In addition, management has made the determination that
              inventories on hand as at October 31, 2001 related to the
              wholesale distribution of cellular phones and related accessories
              were required to be written-down to their net realizable value of
              $12,118. This additional write-down of the inventories from the
              initial cost of approximately $730,000 has been added to cost of
              sales and has not been included as a separate line item on the
              statements of loss and comprehensive loss.

         8.   Loans payable to related parties:

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001               2000
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                <C>
              Note payable, due on demand, interest payable monthly at prime
                  minus 1%, secured by a general security
                  agreement over the assets of the Company.                                  $         -        $      19,960
              Note payable, due on demand, interest
                  payable monthly at 30%, secured by a general security
                  agreement over the assets of the Company.                                            -               78,355
              Notes payable, due on demand,
                  interest payable monthly at 20%, unsecured.                                          -              118,560
              Notes payable, due on demand, interest payable
                  monthly at 20%, secured by a general security
                  agreement over the assets of the Company.                                            -              302,318
              Notes payable, due on demand, interest payable
                  monthly at 37.34%, secured by a general security
                  agreement over the assets of the Company.                                            -              261,182

-------------------------------------------------------------------------------------------------------------------------------
                                                                                             $         -        $     780,375
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              During 2001, the Company repaid all loans payable to related
              parties.

              All of the above amounts were payable to related parties who are
              immediate family members of the former shareholders of Edge,
              except for $59,794 of the unsecured notes payable bearing interest
              at 20% which were payable to an employee and an associate of the
              former shareholders of Edge.

              During the year ended October 31, 2001, the Company paid interest
              of $60,036 (2000 - $39,631) on the loans payable to related
              parties.

         9.   Bridge financing payable:

              On November 21, 2000, the Company received bridge financing of
              $250,000 bearing interest at 18% per annum, due December 21, 2000.
              On January 2, 2001, the Company received an additional $750,000
              which, along with the $250,000 referred to above and $500,000
              received prior to October 31, 2000, aggregating $1,500,000, was
              converted into 1,500 Series A convertible preferred shares and
              415,236 common share purchase warrants of the Company.

              The Series A convertible preferred shares are entitled to a
              liquidation preference amount of $1,000 per share and a 12% annual
              cumulative dividend, calculated on the liquidation preference
              amount, payable quarterly and are convertible into common shares
              of the Company after April 28, 2001 determined by the following
              formula:

              $1,500,000 plus any accrued and unpaid dividends divided by the
              lessor of:

                  a)  $1.8062; or

                  b)  80% of the average of the three lowest bid prices of the
                      Company's common stock for the twenty days immediately
                      prior to the conversion.

              The Series A convertible preferred shares are convertible until
              December 29, 2003 at which time any shares not converted shall
              automatically convert to common shares at a price determined by
              the above formula.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 9)

         $ United States

         Years ended October 31, 2001 and 2000

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

         9.   Bridge financing payable (continued):

              The common share purchase warrants have an exercise price of
              $1.9862 per common share and expire on January 2, 2006.

              A deemed discount existed at the date of issue of the $250,000 of
              bridge financing received on November 21, 2000, due to both the
              fair value of attached warrants and the resultant beneficial
              conversion option. As this financing was due December 21, 2000,
              the deemed debt discount, aggregating $132,900 was charged against
              income during the period from November 21, 2000 to December 21,
              2000. In conjunction with the conversion of the bridge financing,
              fully vested common share purchase warrants were issued on January
              2, 2001 as an inducement to the holder of the $500,000 of bridge
              financing to convert to preferred shares. The fair value of these
              warrants of $83,000 has been recorded by a charge against income
              at the date of their issuance. Consideration for the $750,000 of
              financing received on January 2, 2001 consisted of preferred
              shares and warrants. In accordance with EITF 98-5 and EITF 00-27,
              with respect to the fair value assigned to the warrants, the
              deemed discount of $124,500 is being recognized by a charge
              against equity, over the period from January 2, 2001 to the forced
              conversion date into common shares of December 29, 2003, and the
              deemed discount due to the beneficial conversion option of
              $231,100 was amortized over the period from January 2, 2001 to the
              first conversion date of April 28, 2001. The fair value of the
              warrants was determined using the Black Scholes pricing model
              using the following assumptions: a two year expected life,
              volatility factor of 40%, risk free rate of 6.5%, and no expected
              dividend yield.

              For the year ended October 31, 2000, the $500,000 bridge financing
              payable contained a beneficial conversion feature as it was
              convertible into preferred shares that were convertible at prices
              that were less than the market price of the common shares at the
              date of issuance. Accordingly, interest expense of $125,000 and a
              corresponding increase in additional paid-in capital was recorded
              in the 2000 statements of loss and comprehensive loss and
              stockholders' deficiency.

         10.  Notes payable:

              Notes payable are due December 26, 2001 and are secured by a
              pledge by the Company, in the event of default, to issue an amount
              of its common stock with a value of two times the sum of the
              outstanding principal and unpaid interest. $300,000 and $175,000
              of the notes payable bear interest at 30% and 24% per annum
              respectively, payable monthly.

              The notes payable were overdue subsequent to October 31, 2001,
              however, the creditors have not taken any action to demand payment
              or convert the notes to common stock. If the creditors elect to
              exercise their rights under the default provisions of the notes
              payable, the Company will be required to issue common stock with a
              fair value of $950,000 in full settlement of its obligations.

         11.  Convertible promissory note to shareholder:

              Pursuant to a technology licensing agreement, the Company was
              required to make periodic payments to an individual who is the
              Company's founder, major stockholder and former President.
              Technology license payments owing under the agreement amounted to
              approximately $480,000 and $360,000 at October 31, 2001 and 2000
              respectively.

              During 1999, the Company launched a lawsuit against its former
              President for breach of his fiduciary duties. As part of its
              claims against its former President, the Company contends that its
              obligations under the agreement have been eliminated.
              Consequently, no accrual for technology license payments has been
              made as at October 31, 2000 and July 31, 2001.

              On August 20, 2001, the Company reached a settlement with
              Company's former President. As full settlement of all claims and
              counter claims, the Company issued 400,000 common shares with a
              fair value of $152,000 and a convertible promissory note in the
              amount of $68,000 due in February 2002. The convertible promissory
              note to shareholder does not bear interest, is unsecured and is
              convertible, upon default, into common shares of the Company after
              February 2002 at 75% of the average of the Company's common stock
              for the ten days immediately prior to conversion. The total cost
              of settlement of $220,000 has been recorded in the current year
              and has been included in general and administrative expense less
              approximately $52,000 previously recorded.
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 10)

         $ United States

         Years ended October 31, 2001 and 2000

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

         12.  Research and Development:

              Effective August 1, 2001, the Company incurred costs related to
              two research and development projects at a total cost of $450,000.
              The consideration is summarized as follows:
<TABLE>
<CAPTION>

<S>                                                                                                                 <C>
              Cash on closing                                                                                       $    28,500
              Convertible Promissory Note                                                                               383,000
              Fair Value of non-contingent warrants                                                                      38,500
-------------------------------------------------------------------------------------------------------------------------------
              Total purchase price                                                                                  $   450,000
-------------------------------------------------------------------------------------------------------------------------------

              The convertible promissory note is secured by a general security
              agreement over the two research and development projects and bears
              interest at prime plus 1%. Principle repayments are approximately
              as follows:

              September 1, 2001                                                                                    $     22,000
              October 1, 2001                                                                                            25,000
              November 1, 2001                                                                                           56,000
              February 1, 2002                                                                                           56,000
              May 1, 2002                                                                                                56,000
              August 1, 2002                                                                                             56,000
              November 1, 2002                                                                                           56,000
              February 1, 2003                                                                                           56,000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        383,000
              Less amounts paid to October 31, 2001                                                                     (22,000)
-------------------------------------------------------------------------------------------------------------------------------

                                                                                                                  $    361,000
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              The convertible promissory note is convertible, upon default by
              the Company, into common shares of the Company at 85% of the 10
              day average quoted price of the Company's common shares prior to
              conversion. The creditor considers the Company to be insolvent
              and, accordingly, in default on the terms under the general
              security agreement on the convertible promissory note. The
              creditor has engaged legal counsel who has notified the Company of
              the creditor's intent to exercise their security rights over the
              technology projects on February 18, 2002. Alternatively, if the
              creditor elects to exercise their conversion rights under the
              default provisions of the notes payable, the Company will be
              required to issue common stock with a fair value of approximately
              $425,000 in full settlement of its obligations. The Company is
              currently negotiating with the creditor on this matter.

              In addition to the cash and convertible promissory notes, the
              Company agreed to grant 500,000 common share purchase warrants
              with exercise prices fixed at 85% of the market at the time of
              grant, exercisable for 3 years from grant date, issuable as
              follows:

              a)       150,000 prior to October 31, 2001; and
              b)       350,000 based on specific on performance criteria.

              The fair value of the 150,000 non-contingent warrants was
              determined using the Black Scholes pricing model using the
              following assumptions: the three year life of the warrants,
              volatility factor of 130%, risk free rate of 4% and no expected
              dividend yield.

              Future share purchase warrants that become no longer contingent
              will be recorded as determinable.

              The research and development included technology projects referred
              to as "Fast Specific Absorption Rate Measurement or Fast SAR" and
              "Specific Absorption Rate Measurement Reduction Module or SAR
              Measurement Reduction Module". When fully developed, Fast SAR may
              enable the measurement of the SAR of a particular device in a
              matter of seconds that may have application, for example, on
              production lines for wireless devices. When fully developed, the
              SAR Measurement Reduction Module may enable further reduction of
              the SAR of wireless devices with limited impact on the performance
              of that wireless device.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 11)

         $ United States

         Years ended October 31, 2001 and 2000

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


         13.  Convertible notes payable, net of discounts:
<TABLE>
<CAPTION>

                                                              Balance                                                Balance,
             Due Date                                October 31, 2001           Issued           Converted   October 31, 2001
-------------------------------------------------------------------------------------------------------------------------------
<S>              <C> <C>                               <C>             <C>                  <C>                  <C>
             May 31, 2003        (i)                   $          -    $       800,000      $     (12,591)       $    787,409
             June 6, 2003       (ii)                              -            450,000                 -              450,000
             July 24, 2003     (iii)                              -            250,000             (2,808)            247,192
             August 16, 2003    (iv)                              -            250,000                 -              250,000
             October 3, 2003     (v)                              -            150,000                 -              150,000
             October 16, 2003   (vi)                              -            150,000                 -              150,000
             October 31, 2003  (vii)                              -             85,000                 -               85,000

-------------------------------------------------------------------------------------------------------------------------------
                                                       $          -    $     2,135,000      $     (15,399)       $  2,119,601
-------------------------------------------------------------------------------------------------------------------------------
              Unamortized  discount  related  to  the  beneficial  conversion  option  on and
                  warrants granted in conjunction with the convertible notes payable                                 (737,296)
-------------------------------------------------------------------------------------------------------------------------------
              Unamortized cash financing costs                                                                       (303,902)
-------------------------------------------------------------------------------------------------------------------------------

                                                                                                                 $  1,078,403
                                                                                                                 ==============
</TABLE>

              Convertible notes payable bear interest at 8% and are convertible
              into common stock of the Company at the lesser of:

              a) (i) $0.48; (ii) $0.448; (iii) $0.421; (iv) $0.368; (v) $0.232;
                 (vi) $0.165; (vii) $0.104.

              b)  80% of the average of the three lowest closing bid prices of
                  the Company's common stock for the thirty days immediately
                  prior to the conversion date.

              In conjunction with the notes, the Company granted the following
              warrants:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
              Expiry date                                                 Exercise Price                               Number
-------------------------------------------------------------------------------------------------------------------------------

<S>               <C> <C>                                                          <C>                                <C>
              May 31, 2004                                                         $1.78                              320,000
              June 6, 2004                                                         $1.78                              180,000
              July 24, 2004                                                        $1.15                              100,000
              August 16, 2004                                                      $1.15                              100,000
              October 3, 2004                                                      $1.15                               60,000
              October 16, 2004                                                     $1.15                               60,000
              October 31, 2004                                                    $0.144                               34,000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      854,000
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 12)

         $ United States

         Years ended October 31, 2001 and 2000

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

         13.  Convertible notes payable, net of discounts (continued):

              The convertible notes payable contain a beneficial conversion
              feature as the note holders were granted common share purchase
              warrants and the notes are convertible into common shares at
              prices that are less than the market price at the date of
              issuance, both of which result in the convertible notes payable
              initially being recorded at a carrying amount which is less than
              their face value. The note proceeds attributable to the warrants
              was estimated to be $167,659 and has been recorded as a discount
              on the convertible notes payable. The fair value of the note
              proceeds attributable to the warrants was determined using the
              Black Scholes pricing model using the following assumptions: the
              three year life of the warrants, volatility factor of 190%, risk
              free rate of 4% and no expected dividend yield. The intrinsic
              value of the beneficial conversion option has been calculated as
              $706,409 which is being accreted over the term of the debt in
              accordance with EITF 00-27. During 2001, $15,399 of the
              convertible notes payable and accrued interest were converted into
              130,000 common shares. As a result, interest expense of $136,772,
              discount on the convertible notes payable of $737,296 and a
              corresponding increase in additional paid-in capital of $874,068
              have been recorded in the consolidated balance sheet and
              consolidated statements of loss and comprehensive loss and
              stockholders' deficiency.

         14.  Stock options:

              The following options have been granted under the Company's stock
              option plans:
<TABLE>
<CAPTION>

                  2001
-------------------------------------------------------------------------------------------------------------------------------
                               Number
                          outstanding,     Granted      Exercised    Expired            Number
                         beginning of      during        during      during          outstandin   Exercise price   Expiry
                                 year     the year      the year     the year        end of year   per share        date

                                <S>         <C>          <C>          <C>               <C>          <C>     <C>
                                21,333          -             -       (21,333)               -       $1.0625      July 5, 2001
                                10,000          -             -       (10,000)               -       $1.3270   August 31, 2001
                                48,000          -             -            -              48,000     $1.3270 December 21, 2001
                                   -        150,000           -            -             150,000       $0.50 December 21, 2001
                                   -         33,334           -            -              33,334     $0.5000    March 15, 2002
                               100,000       83,333      (33,333)          -             150,000     $0.8500      June 7, 2002
                                   -         50,000      (50,000)          -                 -       $1.6000      June 7, 2002
                                72,000          -             -       (16,000)            56,000     $1.8598   August 17, 2002
                                   -        125,000           -            -             125,000     $0.5000   August 31, 2002
                                   -         25,000           -            -              25,000     $0.5000September 25, 2002
                                   -         25,000           -            -              25,000     $0.3450September 25, 2002
                                   -        125,000           -            -             125,000       $0.50 February 15, 2003
                                10,000          -             -            -              10,000     $5.0000    March 28, 2003
                                   -        150,000           -      (100,000)            50,000     $1.7000   January 3, 2004
                                   -         16,000           -            -              16,000     $1.8598   January 3, 2004
                                   -        225,000           -            -             225,000     $0.5000      June 3, 2006
-------------------------------------------------------------------------------------------------------------------------------
                               261,333    1,007,667      (83,333)    (147,333)         1,038,334
-------------------------------------------------------------------------------------------------------------------------------

                  2000
-------------------------------------------------------------------------------------------------------------------------------
                               Number
                          outstanding,     Granted      Exercised    Expired            Number
                         beginning of      during        during      during          outstandin   Exercise price   Expiry
                                 year     the year      the year     the year        end of year   per share        date

                                42,666          -        (21,333)          -              21,333     $1.0625      July 5, 2001
                                   -         10,000           -            -              10,000     $1.3270   August 31, 2001
                                   -         48,000           -            -              48,000     $1.3270 December 21, 2001
                                12,122          -        (12,122)          -                 -       $0.1650    April 16, 2002
                                50,000       83,333      (33,333)          -             100,000     $0.8500      June 7, 2002
                                   -          7,500       (7,500)          -                 -       $4.0000    August 8, 2002
                                   -         23,000      (23,000)          -                 -       $1.3270    August 8, 2002
                                   -         72,000           -            -              72,000     $1.8598   August 17, 2002
                                   -         10,000           -            -              10,000     $5.0000    March 28, 2003
                                   -         10,000      (10,000)          -                 -       $1.6000    March 28, 2003
                                   -         20,000      (20,000)          -                 -       $4.0000    March 28, 2003
-------------------------------------------------------------------------------------------------------------------------------
                               104,788      283,833     (127,288)          -             261,333
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 13)

         $ United States

         Years ended October 31, 2001 and 2000

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

         14.  Stock options (continued):

              Of the 1,007,667 stock options granted during 2001, the Company
              granted 199,333 fully vested options with exercise prices fixed at
              no less than 85% of the market value of the Company's common
              shares at the grant date. Accordingly, compensation cost of
              $95,318 (2000 - $57,905), representing the excess of the market
              price over the exercise price of the options granted, has been
              included in the determination of the loss for the period.

              The Company applies APB Opinion No. 25 in accounting for its stock
              options. Had the Company determined compensation cost based on the
              fair value at the grant date for its employee stock options under
              SFAS 123 the Company's loss would have increased to the pro forma
              amounts indicated below:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2001                2000
-------------------------------------------------------------------------------------------------------------------------------

              Loss
<S>                                                                                          <C>                <C>
                As reported                                                                  $(10,677,008)      $  (1,205,613)
                Pro forma                                                                     (11,255,978)         (1,375,613)
-------------------------------------------------------------------------------------------------------------------------------

              Loss per share
                As reported                                                                  $      (0.34)      $       (0.10)
                Pro forma                                                                           (0.35)              (0.12)
</TABLE>

              The weighted average fair value of $578,970 (2000 - $170,000) of
              the options granted during the year was determined using the Black
              Scholes pricing model using a weighted average expected life of 14
              (2000 - 11) months, volatility factor of 190% (2000 - 55%), risk
              free rate of 4% (2000 - 5.5%) and no assumed dividend rate.

         15.  Commitments and contingencies:

              a)  On March 29, 2001, the Company signed a technology license
                  agreement for the rights to certain technology owned by a
                  third party. The Company was required to make royalty payments
                  to the third party once sales of any products based on the
                  technology commences. During the year ended October 31, 2001,
                  the Company advanced $335,000 as prepayment of the royalty
                  payments. Subsequent to October 31, 2001, the Company and the
                  third party terminated the technology license agreement. As a
                  result, the Company has no further rights or obligations under
                  the agreement.

              b)  As disclosed in note 1(d) of its October 31, 2000 audited
                  financial statements, the Company signed an agreement to
                  purchase 730,000 cellular phones with an aggregate cost of
                  $40,199,200 by October 31, 2001. In conjunction with the
                  agreement, during 2001 the Company received a non-refundable
                  purchase rebate of $2,600,000. The rebate was being recognized
                  as a reduction of cost of sales over the total purchase
                  commitment of 730,000 phones. However, during the year ended
                  October 31, 2001, the Company elected to discontinue the
                  agreement and accordingly the remaining non-refundable rebate
                  has been recognized as a reduction to cost of sales for the
                  year ended October 31, 2001.

              c)  The Company is committed to payments under operating leases
                  for equipment, vehicles and buildings over the next five years
                  as follows:

                  2002 - $82,000; 2003 - $54,400; 2004 - $36,400; 2005 -
                  $22,600; 2006 - $22,600.


<PAGE>
         Globus Wireless Ltd.
         Notes to Consolidated Financial Statements (page 14)

         $ United States

         Years ended October 31, 2001 and 2000

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

         16.  Subsequent events:

              (a) Subsequent to October 31, 2001, the Company issued:

                  (i)  9,379,828 common shares on conversion of $192,264 of
                       notes payable and accrued interest;

                  (ii) 4,892,115 common shares on conversion of $92,849 of
                       preferred shares and accrued dividends;

                  (iii)175,976 common shares to settle $7,988 of accounts
                       payable and accrued liabilities accrued at October 31,
                       2001; and

                  (iv) 1,309,877 common shares in lieu of cash payment of wages
                       of $23,610.

              (b) Subsequent to October 31, 2001, the Company received $160,000
                  for convertible notes payable. $70,000 and $90,000 of the
                  notes are due November 15, 2003 and November 21, 2003
                  respectively, bear interest at 8% and are convertible into
                  common stock of the Company at the lesser of:

                  (i) $0.056 for $70,000 and $0.046 for the remaining $90,000;
                      or
                  (ii)80% of the average of the three lowest closing bid prices
                      for the Company's common stock for the thirty days
                      immediately prior to the conversion date.

                  In conjunction with the notes, the Company also granted the
                  following commons share purchase warrants:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
                  Number                                                                    Exercise price          Expiry date
-------------------------------------------------------------------------------------------------------------------------------

<S>               <C>                                                                               <C>       <C>
                  28,000                                                                            $0.084    November 15, 2004
                  36,000                                                                            $0.068    November 21, 2004
-------------------------------------------------------------------------------------------------------------------------------
                  64,000
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  The convertible notes payable contain a beneficial conversion
                  feature as the note holders were granted the above warrants
                  and the notes are convertible into common shares at prices
                  that are less than the market price at the date of issuance.
                  As a result, a discount on convertible note payable and a
                  corresponding increase in additional paid-in capital of
                  $47,137 will be recorded at the date of issuance.

         17.  Comparative figures:

              Certain of the comparative figures have been reclassified to
              conform with the financial statement presentation adopted in the
              current year.

<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH THE ACCOUNTANTS ON ACCOUNTING AND
FIANCIAL DISCLOSURE.

There have not been any changes in or disagreements with accountants on
accounting and financial disclosure

ITEM  9. DIRECTORS AND OFFICERS OF THE COMPANY

The executive officers, directors and key employees of the Company and their
ages and positions with the Globus as of January 23, 2002 are as follows:
<TABLE>
<CAPTION>

NAME                                      AGE                                 POSITION/TERM
<S>                                       <C>                                <C>
Bernard Penner                            40      President & CEO - December 2001 - Present
                                                  Chairman, June 1999 - Present
                                                  Past President & CEO, June 1999 - June 2001

Ben Hewson, CA                            37      Corporate Controller, July 2000 - Present


Shawn McMillen                            40      General Manager, Celltech Research Inc., September 1999 to Present

Hans Schroth                              56      Secretary Treasurer, January 2002
                                                  Director, June 1999 - Present
</TABLE>

All directors will serve on the board until our next annual meeting of the
shareholders, or until their successors have been duly elected and qualified.

Background of Directors & Officers

Bernard Penner currently serves as Chairman of the Board, and in an
operational  capacity as well as  President & CEO of Globus  Wireless  Ltd.  and
President  &  Director  for all  subsidiary  businesses.  Mr.  Penner  was first
President,  Chief  Executive  Officer and Chairman  form June 9, 1999 to June 4,
2001.  Prior to then Mr.  Penner had  served as a member of the Globus  Advisory
Board and  manufacturing  planning group  examining  opportunities  with foreign
manufacturers.  From  1994 to 1997  Mr.  Penner  served  as Vice  President  and
Director for the  Company.  Between  1997 and 1999 Mr.  Penner was  President of
Redline Contracting Ltd. Mr. Penner serves as well on Compensation Committee.

Ben Hewson, C.A., joined Globus in July 2000 and serves as Corporate
Controller.  Mr.  Hewson  joined  Globus  after  building a  successful  private
accounting  practice  business  serving  technology based companies in the local
region from 1996 to 2000. Prior to that period Mr. Hewson was in public practice
with BDO Dunwoody and Ernst & Young in British Columbia and Ontario, Canada. Mr.
Hewson  earned  a  Bachelor  of  Economics  in  1985,  and  Honors  in  Business
Administration  from the  University  of  Windsor  in  1987,  and  received  his
Chartered Accountant designation 1992.

Shawn McMillen currently serves as General Manager of Celltech Research
Inc. Mr. McMillen  joined Celltech in 1999 subsequent to a successful  career in
the United States in the field of SAR research and engineering.  Mr. McMillen is
a member of the FCC IEEE  subcommittee  responsible  Mr. McMillan is a member of
the FCC IEEE subcommittee  responsible for establishing industry regulations for
Radio Frequency or RF radiation of wireless communication devices.

Hans Schroth has served as a Director since June 25, 1999 and moved to
Secretary  Treasurer in January 2002.  Since 1994 Mr. Schroth has been the major
principal and served as President for six corporate-owned restaurants in British
Columbia.  He is also a major  principal  in a home  manufacturing  operation in
Western  Canada.  In  1981  Mr.  Schroth  immigrated  to  Canada  and up to 1993
undertook a series of business ventures while  semi-retired in Ontario,  Canada.
From 1972 to 1981 Mr.  Schroth built and  franchised  seven Wood Fire Bakery and
Coffee  Shops in Germany & Austria.  In 1972 Mr.  Schroth  obtained a Masters in
Business from Munich Management  School. Mr. Schroth serves as well on the Audit
& Compensation Committees.

No director or nominee for director holds a directorship in any other company
with a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act
or any company registered as an investment company under the Investment Company
Act of 1940.
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation we paid to our
Chief Executive Officer and our other executive officers and key employees for
our last fiscal year ended October 31, 2001 (the "Named Officers").

Summary compensation table
<TABLE>
<CAPTION>

========================== ======= ======================================== ============================================= ==========
   Name and Principal                                                                                                     All Other
        Position            Year             Annual Compensation                   Long-Term Compensation Awards             Comp($)
                                     Salary      Bonus     Other Annual                  Awards                Payouts
                                                           Compensation
                                       ($)        ($)           ($)
                                                                             Securities       Restricted      LTIP
                                                                                Under          Shares or
                                                                               Options     Restricted Share
                                                                               Granted           Units         Payouts
                                                                                  #               ($)            ($)
-------------------------- ------- ------------ -------- ------------------ -------------- ------------------ ----------- ----------
<S>                         <C>      <C>        <C>             <C>             <C>             <C>             <C>             <C>
Bernard D. Penner(1)        2001     66,600       Nil           Nil              Nil              Nil            Nil            Nil
Chairman, President & CEO
-------------------------- ------- ------------ -------- ------------------ -------------- ------------------ ----------- ----------
Shawn McMillen              2001     101,400    15,500          Nil              Nil              Nil            Nil            Nil
General Manager
Director of Research
-------------------------- ------- ------------ -------- ------------------ -------------- ------------------ ----------- ----------
Tom W. Pick(2)              2001     107,250    80,000          Nil              Nil              Nil            Nil           7,500
(past President/CEO)
-------------------------- ------- ------------ -------- ------------------ -------------- ------------------ ----------- ----------
</TABLE>

     (1) Bernard Penner named President & CEO effective December 21, 2001.

     (2) Past President & CEO Tom W. Pick resigned from positions in Company for
personal reasons as of December 19, 2001

Aggregate Options Exercised During the Most Recently Completed Financial Year
and Financial Year-End Option Values. The following table sets out information
relating to options exercised by the Named Officer during the most recent
financial year and the value of unexercised in-the-money options held by such
person as of October 31, 2001:
<TABLE>
<CAPTION>

============================ =============== ================== =========================== ================================
                               Securities     Aggregate Value     Unexercised Options at         Value of Unexercised
                              Acquired on                                 FY-End            in-the-Money Options at FY-End
                                Exercise         Realized                  (#)                            ($)
           Name                   (#)               ($)         Exercisable/Unexercisable    Exercisable/Unexercisable (2)
---------------------------- --------------- ------------------ --------------------------- --------------------------------

<S>                             <C>             <C>                     <C>                             <C>
            Nil                  ------            -----                 -------                        -------

---------------------------- --------------- ------------------ --------------------------- --------------------------------
</TABLE>

Options Granted During Most Recent Financial Year. The following table sets out
information relating to options granted during the most recent financial year to
the Named Executive Officers & current key employees.

<TABLE>
<CAPTION>
====================== ================== =================== ================= ============================= ==============
        Name           Securities Under       % of Total        Exercise Per     Market Value of Securities    Expiration
                                           Options Granted                       Underlying Options on the
                                           to Employees in        Security           Date of the Grant
                        Options Granted     Financial Year      ($/Security)            ($/Security)              Date
---------------------- ------------------ ------------------- ----------------- ----------------------------- --------------
<S>                    <C>                <C>                       <C>                    <C>                <C>   <C>
Bernard D. Penner      125,000            6.02%                     0.50                   0.50/              06/03/06
---------------------- ------------------ ------------------- ----------------- ----------------------------- --------------
Shawn McMillen         50,000/50,000      4.82%                  0.50/0.148              0.46/0.10            06/03/06
---------------------- ------------------ ------------------- ----------------- ----------------------------- --------------
Ben Hewson             25,000/25,000      2.41%                  0.50/0.148              0.46/0.10            06/03/06
---------------------- ------------------ ------------------- ----------------- ----------------------------- --------------

====================== ================== =================== ================= ============================= ==============
</TABLE>
<PAGE>
Compensation of Directors, Stock Incentive Plan and Company Benefits

Our board of directors currently receive a yearly honorarium set by the members,
payable in cash, S-8 stock at market, restricted stock of Globus at 85% of the
market bid, stock options for restricted stock with the price set at 85% of the
market bid, or incentive stock options priced at fair market value. During
fiscal 2001, $30,500 in directors' fees was paid by way of restricted stock and
by way of options reserved and allotted. During fiscal 2000, $30,960 in
director's fees were paid by way of stock options reserved and allotted, with an
exercise price at 85% of market. All officers and directors are reimbursed for
expenses incurred on our behalf.

We presently have no other pension, annuity, bonus, insurance, profit sharing or
other similar benefit plans; however, we may adopt such plans in the future. We
do not provide personal benefits for directors, officers or employees, however,
we may and are planning to adopt such plans in the future.

We do have a Stock Incentive Plan approved by the Board of Directors June 22,
2001, which provides the Compensation Committee with discretion to award key
employees, consultants and Board members with incentive stock options,
non-incentive stock options, S-8 stock awards and restricted stock awards.

We do provide employees with a group benefit plan equivalent to other smaller
organizations and providing for life insurance, accidental death &
dismemberment, long term disability, extended health, dental and vision care.
Both the employer and employee contribute and directors do not qualify.

Employment Agreements

We have a Compensation Committee of the board of directors comprised of two
non-employee directors, and the Chairman. Decisions as to executive compensation
are made by the board of directors, primarily on the recommendation of such
committee. There is no formal compensation policy for our executive officers,
other than active employment agreements described below. Compensation for
executive officers consists of base salary, bonus and stock option awards.
Historically and thru the recent period of growth, the executives and board had
agreed on annual and renewable agreements consistent with the scope of our
operations. The board of directors have recently approved implementation of an
omnibus stock incentive plan to attract, retain and motivate key personnel, to
be administered and managed by the Compensation Committee. The Committee is also
charged with greater formalization of our compensation policies and practices,
including reasonableness based on job responsibilities, and ensuring such
policies and practices are consistent with industry standards.

Globus and Bernard D. Penner, Chairman, President & CEO., are parties to
annually renewable agreement which currently provide for payments aggregating up
to $9,166 per month. The agreement, which also provide for stock option bonuses
subject to performance and services rendered, is expected to continue in force
until amended by mutual agreement or terminated by either party or the expiry of
the term.

Celltech Research Inc. and Shawn McMillen, General Manager and Director of
Research & Development, are parties to a three-year agreement with an option
year that currently provides for payments aggregating up to $9,166 per month.
The agreement, which also provides for stock option bonuses subject to
performance and services rendered, is expected to continue in force until
amended by mutual agreement or the expiry of the term.
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of Globus voting
securities as of the closing date of this offering by:

o each person known by us to beneficially own 5% or more of the outstanding
shares of our voting securities
o each of our directors
o our named executive officers
o all directors and executive officers as a group.

As of January 23, 2001, there were 27,467,234 shares of common stock issued and
outstanding. The information set forth in the table and accompanying footnotes
has been furnished by the named beneficial owners.
<TABLE>
<CAPTION>

                                                                     Number of Shares
      Title of Class            Identity of Person or Group        Beneficially Owned(1)         Percent of Class
      --------------            ---------------------------        ---------------------         ----------------
<S>                          <C>                                        <C>                             <C>
                             Bernard D.                                 772,956 (2)                    2.8%
Common Shares                Penner
                             1523 Lawrence
                             Avenue
                             Kelowna, B.C., Canada


                             Hans                                       245,029(3)                      *
Common Shares                Schroth
                             365 Clifton
                             Place
                             Kelowna, B.C., Canada




                             All Officers and                          407,037Direct                   3.7%
Common Shares                Directors as a Group                     619,940 Indirect

* Less than 1%
</TABLE>

     (1) Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities.  Unissued  common shares  subject to options,
warrants or other convertible  securities currently  exercisable or convertible,
or  exercisable or convertible  within 60 days, are deemed  outstanding  for the
purpose of computing  the  beneficial  ownership of common  shares of the person
holding such convertible  security but are not deemed  outstanding for computing
the beneficial ownership of common shares of any other person.

     (2) Includes (i) 276,341 shares owned directly, (ii) 121,522 shares held in
the name of Mr. Penner's wife,  Loretta Penner,  (iii) 21,346 shares held in the
name of Burns Fry  Ltd.,  in trust  for  Loretta  Penner,  3GDJNT5,  a  Canadian
retirement  account,  (iv) 22,647  shares held in the name of Burns Fry Ltd., in
trust for Bernie Penner  #3GDFXT2,  a Canadian  retirement  account,  (v) 38,553
shares held by 488725 B.C. Ltd., a corporation  controlled by Mr.  Penner,  (vi)
17,547 shares held by Redline Contracting Ltd., a corporation  controlled by Mr.
Penner  (vii)  275,000  options to  purchase  shares of our common  stock  which
options presently exercisable

     (3) Includes (i) 130,696  shares owned  directly,  (ii) 63,000  shares held
jointly  in the names of Ruth and Hans  Schroth,  which Mr.  Schroth  has shared
voting rights,  and (iii) 61,333 options to purchase  shares of our common stock
which options are presently exercisable.


     (4) Represents  shares of common stock issuable upon conversion of series A
convertible preferred stock. Includes (i) 79,206 shares underlying warrants that
are currently exercisable at a price of $1.982 per share and (ii) 100,000 shares
underlying  warrants  that are  currently  exercisable  at a price of $1.78  per
share. In accordance with Rule 13d-3 under the Securities  Exchange Act of 1934,
Michael  Finkelstein  may be deemed a control person of the shares owned by such
entity. The selling shareholder is deemed an "underwriter" within the meaning of
Section 2(11) of the Securities Act of 1933.

<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to this offering, we entered into transactions and business relationships
with of our officers, directors and principal stockholders or their affiliates.
Except as discussed below, we believe that all of the transactions were on terms
no less favorable than we could have obtained from independent third parties.
Any future transactions between us and our officers, directors or affiliates
will be subject to approval by a majority of disinterested directors or
stockholders in accordance with Nevada.

Between January and May 1999, and prior to Mr. Penner rejoining Globus in June
1999, we hired and paid $74,820 to Redline Contracting Ltd., a company
controlled by Mr. Penner, for improvements to our new Celltech Research facility
and offices in Kelowna, B.C. We undertook a further $10,900 in improvements,
completed by this same company, following Mr. Penner's appointment in 2000 and
2001. We believe that such amounts for the services rendered are not in excess
of their fair market value.

ITEM 12.  EXHIBITS, LIST AND REPORTS ON FORM 8-K


EXHIBIT
NUMBER                   DESCRIPTION


  3.1     Articles of Incorporation of the Company(1)
  3.2     Bylaws of the Company(1)
  4.1     Specimen Stock Certificate of the Company(1)
  4.2     Certificate of Designation (3)

(1)      Incorporated by referenced to the Form 10-SB File # 0-25614.
(2)      Incorporated by referenced to the Form 10-SB File # 0-25614.
<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, on this 13th day of February, 2002.

                              GLOBUS WIRLESS, LTD.




/s/ Bernard D. Penner
--------------------
Chairman of the Board of Directors