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, 2000

                                       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.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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


              1955 Moss Court
   Kelowna, British Columbia, Canada                          V1Y 9L3
   ---------------------------------                          -------
(Address of Principal Executive Offices)                     (Zip Code)

                                 (250) 860-3130
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code)

         Securities Registered under Section 12(b) of the exchange Act:

                                                    Name of Each Exchange
        Title of Each Class                          on Which Registered
        -------------------                          -------------------
                None
-----------------------------------      ---------------------------------------


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

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

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

          Warrants to purchase common stock, $.001 par value per share
--------------------------------------------------------------------------------
                                (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 ___  No  X

     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. $6,296,301.

     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 October 31, 2000 was: $27,976,879.

     The number of shares outstanding of the registrant's Common Stock
outstanding as of October 31, 2000 was 12,797,621.

DOCUMENTS INCORPORATED BY REFERENCE:

     Part III

     (1)  Incorporated by referenced to the Form 10-SB File # 0-25614.
     (2)  Incorporated by referenced to the Form 10-SB File # 0-25614.
     (3)  Incorporated by referenced to the Form 10-SB File # 0-25614.
     (4)  Incorporated by referenced to the Form 8-K/A filed by Globus on
          November 7, 2000.
     (5)  Incorporated by referenced to the registration statement on Form SB-2
          filed on Form 10-SB File # 333-53760.


     Transitional Small Business Disclosure Format: Yes ___; No  X






                                       2
<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.

Overview

Globus Wireless, Ltd., with its wholly owned subsidiaries Celltech Research Inc.
(B.C.) and Globus Wireless Canada Ltd. (Federal), is engaged in the research,
design, manufacture, marketing and distribution of wireless communication
products. We have three primary objectives:

     o    to become a leading provider of technology solutions that provides
          lower SARs for OEM wireless products, without affecting and if not
          enhancing desired performance of the product. SAR, or Specific
          Absorption Rate, is a measurement to determine the amount of microwave
          radiation absorbed by human tissue
     o    to become a major distributor and supplier of quality OEM handsets and
          OEM, aftermarket and proprietary wireless phone accessories, to
          carrier clients and distributors globally and dealers in North
          America.
     o    to secure new marketing, manufacturing and technology opportunities in
          the wireless communication industry, which are synonymous with our
          commitment to market products, which enhance performance, reduce
          operating costs and/or improve efficiency, and which will provide us
          with significant earnings.

The Company currently maintains principal executive offices at 1955 Moss Court,
Kelowna, British Columbia, Canada V1Y 9L3, which additionally serves as the base
for Celltech Research and Globus Canada. We operate marketing and distribution
centers in Kelowna, British Columbia, Los Angeles, California, Markham, Ontario,
and Seoul, South Korea.

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

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

During fiscal 2000, the Company established its market leadership position as a
leading SAR solutions provider in the global wireless telecommunications
industry, transcending from its research and development focus, to marketing of
SAR solutions to an expanding customer base. Additionally, the Company
successfully undertook a diversification to its operational base to include
marketing, sales and warehouse distribution of wireless devices and accessories
primarily through the acquisition of Edge Continental Inc., located in Markham,
Ontario, and through start-up of warehouse/distribution operations in Los
Angeles, CA. The Company's multi-portal distribution services include
purchasing, marketing, selling, warehousing, and delivery of wireless handsets
and accessories of major OEM's such as Motorola, Noika, Ericsson, Audiovox,
Seimens, Sony, and NEC.

                                       3
<PAGE>


History

The Company was incorporated under the laws of the State of Nevada in June 1987,
under the name  Daytona  Pacific  Corporation.  In  October  1994,  the  Company
acquired all the assets of Globus Cellular & User  Protection Ltd.  (Canada) and
changed its name to Globus  Cellular and User Protection Ltd. In September 1995,
the  company  became  a  publicly  traded  corporation,   trading  on  the  NASD
Over-the-Counter  (OTC) Bulletin Board. In August 1997, the Company changed it's
name to Globus Cellular,  Ltd. In December 1999, the Company changed its name to
Globus  Wireless,  Ltd.,  the  name  being  more  indicative  of  the  Company's
expertise,  technologies,  and new product  lines,  which are  applicable to all
industry protocols as well as applications  outside the wireless  industry.  The
Company  remains  listed on the OTC  Bulletin  Board,  under the trading  symbol
"GBWL."

In June 1999, there was a change in our management following the resignation of
the President and CEO. The 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, Secretary and 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. The decision was
made by the Board to move Globus forward from being a development company to an
operational concern with proven product, manufacturing capabilities, marketing
and sales revenue and profitability. In April 2000, Mr. Gord Walsh joined the
executive group and serves as Senior Vice President Marketing & Sales, Wireless
Devices Dealer Distribution.

Globus, with Celltech serving as the Company's SAR solutions center, continues
to research new applications for its trade secret SAR solutions processes,
having expanded usage from wireless phones to a full range of radio frequency
(RF) emitting devices such as wireless laptops, PDA's, marine, FRS and two-way
radio. The Company is also looking to develop new antennae technology platforms,
compatible with its SAR solutions processes, to meet the changing requirements
of wireless communication devices.

To further support efforts to be industry leaders in SAR research, Globus has
commenced a program to examine opportunities in polymer lithium ion (PLi)
battery technology, not only because of the demand for better power sources but
also because better power sources have a direct relationship on SARs emitted
from RF-emitting devices.

Globus, and Globus Wireless Canada, provide the Company with an international
distribution engine providing product through several distributor channels,
domestic and international, including direct from an OEM supply, to providing
product under value added dealer programs in North America.

Employees

The Company currently has in all operations and subsidiaries 33 full time
employees in operations, sales and marketing and research, and will add an
additional 5 to 7 employees with the opening of the Los Angeles Marketing,
Procurement & Distribution Center. Of these employees, 4 are in executive
positions, 9 are engaged in sales and marketing, 4 are engaged in R&D at
Celltech, 5 are warehouse distribution services and 7 are in finance and
administration. None of the Company's employees in any division or subsidiary
are covered by a collective bargaining agreement, and the Company believes that
relations with employees are good. To date, employee turnover has been nominal,
however the Company cannot guarantee this will continue to be the case as it
expands operations.

                                       4
<PAGE>


Competition

SAR Solution

The Company is not aware of any direct competition for its core SAR solution
processes that focus on low radiation and high performance factors in an OEM
handset, or other RF-emitting device. There are several antenna manufacturing
and supply firms in the marketplace providing a variety of antenna technologies,
however, the Company has established certain expertise in antenna design and
shielding research, particularly in the areas of low radiation and high
performance, through our wholly-owned subsidiary Celltech Research. There are as
well other testing labs, operating for the sole purpose of generating testing
only revenues; to the Company's knowledge there is no other testing center like
Celltech were solutions are provided to the OEMs. Most of the OEMs do have some
type of internal testing lab organization, but with the exception of a few
larger OEMs, most contract out testing of the product to Federal Communication
Commission (FCC) and/or Industry Canada regulations (or other regulatory bodies
in other parts of the world).

The commitment to design and engineer low radiation high performance solutions
for RF-emitting devices was brought about by growing concerns over specific
absorption rates or SAR levels being experienced by users of wireless phones.
Throughout the 1990s there has been increasing industry, consumer and government
awareness of the issues of radiation levels and exposure limits. OEMs are now
facing stringent FCC compliance guidelines and have to satisfy the demands of
major carrier buyers seeking high conductive power and sufficient Effective
Radiated Power, coupled with increased consumer demand for better all-round
performance. The Company has thus positioned and marketed itself as a solution
provider, providing testing results and FCC filing services as well as a
provider of antenna and phone shielding design solutions that can assist OEMs in
meeting applicable government regulations and consumer performance requirements.

Celltech, in addition to serving the OEM design and testing requirements of our
OEM clientele, provides independent testing services to other OEMs. In these
capacities, Celltech is competing with a very limited number of like qualified
testing-only driven labs around the world, based primarily in North America and
Europe.

To date the Company has expended over $500,00 in upgrading the research and
testing equipment at Celltech labs, and will look to increase the investment in
fiscal 2001 with a major expansion of facilities and equipment, to service the
growing number of clients.

Distribution

With the recent acquisition of Edge Continental and its combining with the
Globus Wireless Devices Product Distribution Group, the Company now has an
international distribution engine servicing OEM, carrier, distributor, dealer
and retail clients. Globus Wireless now has a diverse product offering from OEM
handsets and accessories, to high quality aftermarket accessories, to our own
proprietary design accessory product. Focus markets include North America, South
America, Latin America and in Korea.

There are competitors to the product line in these and other world markets. Each
of the Company's products have a proven track record in North American, European
or Asian marketplaces. Competition with similar products, if any, would be on
the basis of price, performance, quality of the products and delivery time to
the client. It is the latter factor, the ability to fulfill quickly, that has
become of increasing importance in the highly competitive wireless industry
market and the Company is confident, with distribution centers in Los Angeles
California, Markham Ontario, Seoul Korea and Kelowna, B.C., it can satisfy
market demands to deliver quality product on time.

                                       5
<PAGE>


As well, certain products, such as the Voyager Battery provide an exclusive
technology leadership position. The Voyager Battery is a new technology that
eliminates the need for an external charger for wireless phones by plugging
directly in to a standard AC outlet.

Principal Products

The Company's original wireless industry product was a shielding device, sold as
an aftermarket add-on for cellular phones. In late 1994, the Company abandoned
this shielding technology because of low market acceptance and performance
factors, in favor of research into new antenna technologies.

From 1995 to 1999, Globus Wireless was a development stage company. Research
prototype antennae were 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 certain
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.

Since 1995, the Company's research and testing capabilities have been developed
in-house and with the assistance of Canada's National Research Counsel,
providing grant monies as well as assisting us in our relationship with the
Department of Physics of Okanagan College University in British Columbia.
Various research efforts were led by Dr. Dan Murray, Director of Research from
1994 to 1997, from the Dept. of Physics at the Okanagan College University, and
more recently by Mr. Shawn McMillen, General Manger for Celltech, member of the
IEEE standards committee for SAR and standards of measure, and recognized as a
pioneer in SAR research and solutions for RF devices.

It was not until late 1999 that various research efforts resulted in
finalization of a saleable, trade-secret protected multi-part SAR solutions
process, that can utilize a Globus designed or an OEM designed antenna, and that
could meet the specifications required by original equipment manufacturers or
OEMs and would assist the OEMs in meeting the US Federal Communications
Commission and Industry Canada regulations.

Today, with Celltech labs providing Globus on-going research, design
advancements and unique testing capabilities, the Company has garnered
significant interest in its SAR solutions technology and processes from a number
of international handset and other RF-device OEMs.

Due to the competitive nature of the wireless industry, until such time as a
purchase commitment for a Globus-designed SAR solution is secured, all design
and research efforts with OEMs are held confidential, and testing and compliance
filing contracts are not disclosed.

The Company's international product distribution engine, benefiting most
recently with the acquisition of Edge Continental and its merging in to the
Globus Product Distribution Group, has provided the Company with the means to
move product, OEM, aftermarket or Company design, both ways through multiple
distribution channels. It is anticipated that in addition to continuing to
distribute and sell an array of OEM handsets and accessory product, the Company
will be successful in marketing efforts to OEMs to include Globus proprietary
product in their handset bundles. When an OEM launches a new handset, they
frequently source suppliers for all required accessories that are bundled with
the handset.

Patents & Trade Secrets

Since 1995, the Company has incurred significant expenses in patenting fees for
an antenna technology. A favorable opinion on the technology was granted by the
International Patent Cooperation Treaty Examiner and, subsequently, patents have
been issued in the United States and in Europe. Patent applications are in

                                       6
<PAGE>


various states of pendency in several other jurisdictions. While the Company has
not yet combined this particular patented antenna technology in any of its SAR
solutions to date, utilizing instead alternative designs as supplied by OEMs, in
December 1999 the Company filed a statement of claim in the British Columbia
Supreme Court, versus the past President of the Company, to confirm rightful
ownership of this antenna technology, seeking to protect the Company's
investment in this particular design should it elect to utilize the patent
design at a later date. In its statement, the Company asserted that its
past-President breached certain fiduciary duties as a director and officer while
President of the Company when license and other agreements were improperly
executed with him in his personal capacity. In addition to confirmation of
ownership of patent rights the Company seeks unspecified damages. On the advice
of counsel the Company believes its claim to meritorious.

The Company does not anticipate a resolution on this matter until at least
fiscal 2002 and to date it has had no effect, nor is it ever expected to, on the
ability of the Company to market its SAR solution technologies and processes to
OEMs.

With supporting efforts and facilities at Celltech, we will continue filing for
patent protection of new antennae designs should we deem such action to be in
the best interests of the Company. Our policy is to seek patent protection in
the major industrial markets first, and to then seek protection in emerging
markets where wireless networks are or will be surpassing growth of traditional
land-based communication networks. With respect to our proprietary SAR solutions
processes, we have instead elected to protect these and the how-to knowledge
under an internal trade-secret policy. OEM clients are provided only with an
end-solution and do not participate in research efforts to resolve SAR and
performance issues on their particular handset or other device. Key employees
and senior management knowledgeable in the trade secret processes utilized are
under non-competition non-disclosure agreements and full disclosure is limited
to senior-most persons in the organization.

Marketing

The world wide wireless industry has been and will continue to demonstrate
tremendous growth. In less than a decade it has become a trillion US dollar
industry. The emergence of new wireless platforms that are able to converge with
the other technologies are opening up new markets worldwide. Lower acquisition
and operating costs for the consumer are making wireless technology more
accessible each day that in some markets in Asia Pacific wireless is starting to
directly compete with traditional landline services. There are conflicting
analyst projections regarding the rate of growth, but there is consensus the
industry will continue to experience explosive growth.

The primary objective of the Company's research and development division,
Celltech, is to assist OEMs with their product compliance to Federal
Communications Commission guidelines for SAR and Effective Radiated Power
emissions, simultaneously providing real-world performance enhancing solutions
as demanded from the marketplace. Since opening Celltech labs in September 1999,
the Company has received growing recognition from OEMs for the unique services
now offered, and it is now forging a leadership position as a wireless solution
provider.

Having now a global distribution engine for wireless products allows Globus
Wireless to expand upon our SAR solution OEM relationships, both on the buying
and selling side, as well as allowing the Company to capitalize on strategic
alliances and opportunities with large retail chains, service providers and the
wireless distributor and dealer organizations.

In July 1999, the Company reached an exclusive agreement with 2001 Technology
Inc. of Taipei, R.O.C., for distribution of an extensive aftermarket products
line, the line already proven in Europe with $15 million in sales per annum. The
agreement significantly reduced development costs and time to market. Launch of
this line commenced in Las Vegas at Consumer Electronic Show in January 2000 and
the Cellular Telephone Industry Association show in New Orleans in February
2000. A comprehensive online dealer e-commerce program was established to
support marketing efforts. In August, the line became the foundation for the
start-up of Globus Wireless Devices Product Distribution Group, and several new
OEM products were added, including a new polymer lithium ion battery product
line from UltraLife Battery in New Jersey.

                                       7
<PAGE>


In September, integration efforts commenced with Edge Continental and their
product base of OEM handsets and accessories, as well as a proprietary design
CLA product frequently utilized in OEM handset bundles. The acquisition of Edge
Continental also brought with it an established customer base of over 1,100
dealers and distributors, and the marketing expertise of the two principals, who
are now serving in senior management positions in the North American Dealer
Program and US Marketing, Procurement & Distribution Center in California.

In mid October 2000, the Company entered into a $40 million handset distribution
agreement for certain Motorola handset product and to fiscal year end 2000 had
distributed almost 80,000 of 730,000 handsets committed over next 12 months.
Additionally, and subsequent to fiscal year end, the Company acquired over $3.1
million in wireless accessories to distribute through its distribution channels.
Together, the agreements led to the opening of the new California distribution
center, and to better serve major west coast and Asian markets.

On October 4, 2000, the Company announced a Letter of Intent had been signed to
acquire PCI Marketing & Communications Inc., owners of the ShopWireless brand
ShopWireless.Com, an accomplished direct to consumer marketing company and
established electronics on-lone retailer. The Company is projecting that
ShopWireless.Com will provide $5.5-7.0 million in revenues during fiscal 2001.
The acquisition, scheduled to close in late January 2001, will complete the
Company's distribution chain by directly linking products from OEMs through to
channels to the end consumer.

In fiscal year 2001, the Company will continue to explore new market, product
and technology opportunities in the industry, and leverage established and
building relationships in its various distribution channels.

Manufacturing

Direct manufacturing needs in support of the various products sold by the
Company are nominal. In 1999, it was decided to outsource manufacturing of
antennae product in order to focus on the design and engineering of SAR
solutions, antennae design and other wireless technologies. In late 1999, the
Company announced an agreement with Auden Technology of Pa-Te City, R.O.C., for
the purposes of manufacturing antennae product designed and engineered at
Celltech labs. Auden has capacity for 14.4 million units per year and the
agreement positions the Company to satisfy OEM requirements for ISO 9001 and ISO
9002 certification, as well as providing complete turnkey antenna services from
testing through to prototype design and manufacturing. Finished products can
then be shipped directly to the OEMs, many of which are also based in the Far
East.

To date, the Company has not required use of Auden's manufacturing expertise for
our OEM clients, working instead with the OEMs' current antenna vendors, focused
more so on providing SAR and performance solutions. The Company is exploring
opportunities to contract manufacture along terms similar to its agreement with
Auden, with antenna manufacturers in North America and in Korea. Building a
larger stable of antenna designs will further extend the applications for our
proprietary SAR solution processes.

The vast majority of products moved by the Company's distribution businesses are
manufactured by internationally recognized OEMs, under certain supply
agreements. Product for which the Company has exclusive distribution rights
and/or proprietary design rights to, including the Voyager and CLA products, are
contracted out to reputable and established manufacturers.

                                       8
<PAGE>


Environmental Regulations

According to federal environmental regulators, US and Canada, the Company's SAR
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. The Company's SAR solutions are designed to assist wireless
phone OEMs whose product must satisfy these guidelines.

There is no assurance, however, that specific regulations on antennae product
will not be implemented in the future, by FCC or other government agencies.

Various products in the Wireless Devices Product Distribution Group are tested
and in compliance with their respective standards in the applicable
jurisdiction, otherwise it is Company policy not to distribute non-standard or
non-complying product. Likewise with OEM handsets sold, it is policy not to
distribute any handset product which does not have an FCC ID number, signifying
its compliance with applicable FCC regulations and irregardless of whether or
not the market sold into is regulated.

Research & Development

Design and engineering of SAR solutions and antenna technologies have been the
primary focus of 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. The opening of
Celltech in 1999 provided the opportunity to serve as a full service testing and
solutions provider to OEMs. In addition to providing SAR solutions, antenna
design and engineering services, Celltech provides for FCC compliance testing
and performance testing. Mr. Shawn McMillen, General Manager for Celltech, is
recognized in the wireless industry as a leading SAR expert and has extensive
experience in RF emissions research and FCC compliance testing.

The Celltech lab has garnered considerable attention among wireless handset
producers and is gaining a reputation as one of the most progressive solutions
providers in the industry. The facilities are proving to be an effective
catalyst in pursuit of our SAR solution marketing goals and the Company is
projecting to secure a minimum $5.6 million in SAR solution business in fiscal
2001, exclusive of providing antennae product which may be part of a solution
provided to the OEM. The demand for Celltech's unique services is such that the
Company will in fiscal 2001 look to expand its research center facilities to
service a growing number of clients.

Liability Insurance; Indemnification

The Company has a comprehensive global insurance policy providing for general
liability, fire, and other loss types, as well as to protect against liabilities
arising out of the negligence of its officers and directors and/or deficiencies
in any of its business operations. The Company presently pays $65,000 annually
for $10,000,000 coverage. There is no assurance, however that such insurance
coverage would be adequate to satisfy any potential claims made against the
Company, its officers and directors, or resulting losses that may arise in
business operations or with loss of products. Any such liability that might
arise could be substantial and may exceed the assets of Globus. The Company's
articles of incorporation and by-laws provide for indemnification of 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.

                                       9
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

The Company currently leases approximately 6,000 square feet in Kelowna, British
Columbia for $2,467 per month. This facility currently houses executive offices,
western sales, distribution, technical and administrative offices for Globus
Wireless Canada, and lab facilities for Celltech Research Labs. Eastern sales,
distribution, technical and administrative offices for Globus Wireless Canada
are located in a 4,600 square feet facility in Markham, Ontario, at a cost of
$5,000 per month.

On December 1, 2000, Globus Wireless, Ltd. subleased approximately 45,900 square
feet in Garden Grove, California, for $19,744 per month, to serve as the US
Marketing, Procurement & Distribution Center. The Company has rented
approximately 22,000 sq. ft. to a US based sales agent for Globus for a monthly
fee of $9,872. This facility will house marketing and carrier and international
distribution sales center, procurement, as well as executive offices for the US
market. Also in the US, in September 2000, the Company contracted a distribution
center Reno, Nevada in support of dealer programs in the US. The Company now
expects to consolidate the Reno operation into the LA center in the second
quarter or fiscal 2001.

In September 2000, the Company opened a marketing & procurement branch in Seoul,
Korea.

ITEM 3. LEGAL PROCEEDINGS

From time to time the Company is subject to litigation incidental to its
business including possible product liability claims. Such claims, if
successful, could exceed applicable insurance coverage. The Company is not
currently a party to any legal proceedings that it considers to be material.

In December 1999, the Company filed a statement of claim in the British Columbia
Supreme Court, against Paul Bickert, former president and director of the
Company, including allegations that he breached fiduciary duties as a director
and officer, and requests for confirmation of the Company's ownership of a
patented antenna technology and for unspecified damages against Mr. Bickert. Mr.
Bickert has filed counterclaimed. A trial date has been set for April of 2002.
The Company believes that its Statement of Claim has merit.

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

On August 17, 2000, an Annual Meeting of Stockholders (the "Annual Meeting") of
the Company, was held at the Grand Okanagan Hotel at 1310 Water Street, Kelowna,
B.C., Canada, V1Y 9P3, for the following purposes:

     a.   To re-elect four directors to the Company's Board of Directors, each
          to hold office until his successor is elected and qualified or his
          earlier resignation or removal; and
     b.   To consider and act upon a proposal to ratify the Board of Director's
          selection of KPMG LLP, as Independent Certified Accountants for the
          fiscal year ended October 31, 2000.

At the Annual Meeting, the Company's shareholders re-elected the Company's four
directors, Bernard Penner, Jerome Cwiertnia, Anthony Dyck and Hans Schroth, to
the Company's Board of Directors. In addition, the Company's shareholders
unanimously voted in favor of ratifying the Board of Directors' selection of
KPMG LLP, as the Independent Certified Accountants for fiscal year ended October
31, 2000.

                                       10
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market For Securities

The Company's 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.

                                                      High         Low
                                                      ----         ---
     Year Ended October 31, 1999:
     ----------------------------
             First Quarter.................           .343         .218
             Second Quarter................          1.656         .562
             Third Quarter.................          3.250        1.218
             Fourth Quarter................          2.625        1.968

     Year Ended October 31, 2000:
     ----------------------------
             First Quarter.................          2.687        1.250
             Second Quarter................         10.125        2.000
             Third Quarter.................          4.937        2.875
             Fourth Quarter................          6.00         2.093


The approximate number of holders of record of our common stock, $.001 par
value, as of October 31, 1999, was 298. As of October 31, 2000 there were 271
holders of record.

Holders of our common stock are entitled to receive such dividends as may be
declared by our board of directors. No dividends on our common stock have ever
been paid, and we do not anticipate that dividends will be paid on our common
stock in the next fiscal year.

Recent Sale of Unregistered Securities

     On October 27, 2000, we issued 100,000 shares of our common stock for
$300,000 to Jeremie Dyck.

     On September 21, 2000, we issued 40,000 shares of our common stock for
$108,000 to Ben Liang.

     On August 18, 2000, Marleen Knoblick exercised her options for 1,000 shares
of our common stock.

     On August 18, 2000, Kerry McIntyre exercised her options for 2,000 shares
of our common stock.

     On August 18, 2000, Pat D'Easum exercised her options for 6,000 shares of
our common stock.

     On August 18, 2000, Lynda Newitt exercised her options for 6,500 shares of
our common stock.

     On August 18, 2000, Kari O'Rourke exercised her options for 7,500 shares of
our common stock.

                                       11
<PAGE>


     On August 18, 2000, A Cary Tremblay exercised his options for 33,333 shares
of our common stock. On August 18, 2000, Gord Walsh exercised his options for
20,000 shares of our common stock.

     On August 18, 2000, Nick Wizinsky exercised his options for 10,000 shares
of our common stock. On August 18, 2000, Ben Hewson exercised his options for
7,500 shares of our common stock.

     On August 1, 2000, Hayden Communications received 40,000 shares of our
common stock for services rendered.

     On July 31, 2000, we issued 36,244 shares of our common stock for $70,313
to Dr. Gerald Haas.

     On July 31, 2000, we issued 102,457 shares of our common stock for $293,480
to Jill Twerdun.

     On July 18, 2000, we issued 55,382 shares of our common stock for $109,989
to Gordon Miller.

     On July 18, 2000, we issued 35,000 shares of our common stock for $69,510
to Konrad Komitsch.

     On May 8, 2000, we issued 32,000 shares of our common stock for $104,640 to
Jeremie Dyck.

     On April 21, 2000, Tony Dyck, exercised his options for 21,333 shares of
our common stock.

     On April 21, 2000, we issued 41,900 shares of our common stock for $155,449
to Mark Twerdun.

     On April 21, 2000, Ron Armstrong, exercised his options for 12,122 shares
of our common stock.

     On April 21, 2000, we issued 37,155 shares of our common stock for $132,272
to Wolfgang Jastram.

     On February 18, 2000, we issued 100,000 shares of our common stock for
$174,400 to Gordon Miller.

     On February 18, 2000, we issued 100,000 shares of our common stock for
$164,000 to Ben Liang and Clement Law.

     On February 10, 2000, we issued 79,208 shares of our common stock for
$100,000 to Haery J Park.

     On December 2, 1999, we issued 30,487 shares of our common stock for
$49,999 Gerald Haas.

     On December 2, 1999, ABW Trading NFC Service received 47,500 shares of our
common stock as a compensation for a legal settlement.

     On November 18, 1999, Patrick Tymiak exercised his warrants for 6,250
shares of our common stock.

     On November 18, 1999, various investors exercised their warrants for
377,750 shares of our common stock.

Except as otherwise disclosed, each of the foregoing issuances of securities was
made in reliance on Section 4(2) of the Securities Act of 1933, as amended.

                                       12
<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 which 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, 2000 Compared to Fiscal Year Ending October 31,
1999

In the year ending October 31, 2000, the Company recorded a loss of $1,205,613.
This compares to a $868,596 loss recorded in the year ending October 31, 1999.
The increased loss position reflects operations start up costs incurred by the
Company.

Revenues for the period ending October 31, 2000 were $6,296,301. The Company did
not record sales revenues during fiscal 1999. The increase in revenues reflects
the launch of wireless products distribution in Canada and the US, and the
increasing testing and filing revenues generated at Celltech Research Inc.

Gross margins were $943,320 or 14.9% of revenue. Gross margins in wireless
products distribution were 12.3% in Canada and 19.2% in the US. The Company did
not record gross margin earnings in fiscal 1999.

Selling, general, and administrative costs for the year ending October 31, 2000
were $1,943,321 or 30.86% of revenue. This compares with selling, general, and
administrative for the year ended October 31, 1999 of $746,071. The increase in
selling, general, and administrative costs is directly attributable to the
ramp-up of operations in the US and integration of Eastern Canada distribution
operations.

Accounts receivable at October 31, 2000 were $4,873,877, an increase of
$4,838,680 from $35,197 recorded at the year ending October 31, 1999. This
increase is directly attributable to the launch of wireless products
distribution, primarily in the US.

Inventory at October 31, 2000 was $1,143,891. There were no recorded inventories
at October 31, 1999. The increase in inventory is attributable the growth of the
wireless products distribution business, including expansion of the dealer
program and acquisition of Edge Continental Inc.

Short-term investments reflects investments in a perspective acquisition of PCI,
d/b/a Shop Wireless Ltd. Conclusion of this investment is expected to take place
before the end of the first quarter of fiscal 2001.

Fixed assets increased $138,387, from $290,351 (net of accumulated amortization)
at October 31, 1999 to $428,738 at October 31, 2000 (net of accumulated
amortization). The increase is attributable primarily to the purchase of
laboratory equipment for Celltech Research Inc and assets acquired in the
purchase of Edge Continental Inc.

Amortization costs for the year ended October 31, 2000 were $132,316 compared
with $49,133 for the year ended October 31, 1999.

Accounts payable and accrued liabilities increased $4,073,308, to $4,214,534 as
at October 31, 2000. This increase is attributable to purchases of wireless
products for distribution operations.

Short-term debt increased $498,879 from $1,121 at October 31, 1999 to $500,000
at October 31, 2000. The increase is attributable to private placement loan
proceeds of $500,000.

Notes payable at October 31, 2000 were $780,375 and reflect the outstanding debt
due to certain lenders of Edge Continental Inc. There were no outstanding note
loans as of fiscal 1999.

                                       13
<PAGE>


Plan of Operation

Since the commencement of fiscal 2001, the Company has initiated the following
actions and strategies with regards to the on-going advancement of its business
opportunities through to end of the 1st quarter 2001:

     o    In November 2000, the Company moved to secure additional distribution
          resources in the US, and effective December 1, 2000, it commenced
          setup of a new 47,000 square foot Marketing, Procurement &
          Distribution Center in Garden Grove, California. This operations base
          will be the primary US sales and distribution center for all OEM
          handset and accessory product, as well as aftermarket product and our
          proprietary accessory product, and is scheduled to open February 1,
          2001.

     o    On November 14, 2000, the Company announced it acquired 100% of all of
          the issued and outstanding shares in Edge Continental Inc, a wireless
          products distribution company, for a combination of shares, cash and
          debt totaling $1.55 million. The effective date of the acquisition was
          September 1, 2000. Edge Continental is an international distributor of
          wireless phones and OEM accessories for all wireless platforms. With
          the acquisition, our Wireless Devices Product Distribution Group gains
          a substantial revenue stream and diverse client base, including
          carriers, distributors, dealers, agents and retailers. Past President
          for Edge Mr. Victor Abuharoon was named Vice President US Procurement
          & Distribution, and former Vice President Mr. Randy Aquino was named
          Vice President Dealer Distribution (North America).


     Marketing of the Company's expertise in providing SAR solutions for
wireless phone manufacturers is its first priority. To the extent that the
Company's resources permit, it will continue to be focused primarily on OEM SAR
solution sales and on expansion of marketing efforts for a growing range of
wireless products, including new business opportunities in this area. The
Company is also undertaking to make commitments for product and market research
into polymer lithium ion battery technology, having identified such technology
as the next generation battery technology for wireless devices and believing it
will, as a form of purer power, have implications with respect to the measure of
SARs in RF-emitting devices.

     The Company currently has thirty-three employees and officers in its
Kelowna, Markham and Seoul operations, and will initially staff the California
operation with five to seven employees. The Company's monthly salary costs for
all operations and subsidiaries is projected at $98,000, including California
operations. A significant amount of the monthly expenses are for corporate
development, including marketing, travel and professional fees.

     The Company may have to secure additional capital to meet its on-going
requirements and to meet our stated objectives throughout the fiscal year ending
October 31, 2001. The Company is in the process of identifying potential
investors in conjunction with efforts from current finance partners, and will
look to have secured new investment banking in early 2001. Based on the
Company's success in raising private placement financing in the past, it expects
that it will be able to complete financings as required for growth and
operations. The Company is also in the process of reviewing opportunities for
both long-term equity programs as well as debt financing beyond commitments to
suppliers and with the recent acquisition of Edge Continental. Any significant
capital expenses or increases in operating costs will be dependent on the
Company's ability to raise additional capital, debt financing or generate
revenue from sales of our products or services.

Historically, the Company has not generated sufficient revenue from sales of its
products or solutions and testing services to sustain operations, and have only
recently had the availability to market to OEMs its proprietary solutions and
products. Furthermore, the Company only recently, in the 4th Quarter of fiscal
2000, realized significant revenues from its new and various distribution
channels for its Wireless Devices Product Group. As a result of the recent
acquisition of Edge Continental, and aggressive growth strategies for all
operations for fiscal 2001, the Company's plans call for the generating of
significant sales revenue by fiscal year end, and it is anticipating to be in a
position to self-finance some of the expansion plans, beyond any equity or debt
financing, as well as contribute to its bottom line as of the final quarter of
fiscal 2001.

                                       14
<PAGE>


Capital Resources & Liquidity

For the year ended October 31, 2000, the Company purchased fixed assets,
developed websites, and incurred patent and trademark costs resulting in cash
flows used in investing activities of $289,195.

For the year ended October 31, 1999, the Company purchased fixed assets
resulting in cash flows from used in investing activities of $277,582.

For the year ended October 31, 2000, the Company received proceeds from bridge
financing of $500,000, from the business combination of Edge Continental Inc. of
$21,022, and from the sale of common stock of $1,617,194. For the year ended
October 31, 2000, the Company repaid loans payable of $159,745. As a result, the
Company had net cash provided by financing activities of $1,978,471.

For the year ended October 31, 1999, the Company sold shares of our common stock
for $1,402,763 cash and received advances from an officer of $14,975. For the
year ended October 31, 1999, the Company repaid notes payable of $769 and
officer loans of $150,812. As a result, the Company had net cash provided by
financing activities of $1,266,157.

During the year ended October 31, 2000, the Company issued 93,833 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 $184,853.

During the year ended October 31, 1999, the Company issued 223,424 shares of
common stock pursuant to the exercising of options granted in 1999 to officers,
paid by way of repayable loans and promissory notes totaling $68,198.

On October 6, 2000, the Company entered into an equity financing agreement with
Torneaux Fund, Ltd., an institutional investor, under which Torneaux may
purchase up to 2,571,406 shares of our common stock. The equity line established
by the agreement permits Torneaux, at our request, to invest up to between $3.6
million and $18.0 million in our common stock periodically over a 15-month
period based upon a discount to the current market price of our common stock.
Subject to the conditions in the agreement, the timing and number of shares to
be sold is at the Company's option. Torneaux's holding in Globus shall at no
time exceed 9.99%.

On October 18, 2000, the Company entered into an Agreement for Sale of
Manufactured Goods, with Aztec Components, Inc., a California corporation. The
term begins at signing and continues through October 31, 2001. The agreement is
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 the $5,000,000 promissory note referred to below.

On October 18, 2000, the Company issued a convertible promissory note to Aztec
in the amount of $5,000,000. The promissory note becomes due if the Company
fails to pay sums owed under the Agreement for Sale of Manufactured Goods
referred to above. If the promissory note becomes due and payable, it may be
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

                                       15
<PAGE>


On October 31, 2000, the Company and Victor Abuharoon and Randolph Ryan Aquino,
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. In addition, the shares issued have an
eleven-month bleed-out provision. The Cdn.$1,000,000 purchase price will be paid
in 4 equal installments, the first Cdn.$250,000 payment was made on October 31,
2000 the second payment was made on January 2, 2001 and will be followed by
similar payments on March 31, 2001, and June 30, 2001.

Subsequent to year end, on December 29, 2000, the Company completed a private
placement of 1,500 units, consisting of one share of our series A convertible
preferred stock and warrants to purchase approximately 276 shares of our common
stock, for a total purchase price of $1,500,000. This sale was made pursuant to
the terms of a Stock Purchase Agreement dated December 29, 2000 between Globus
and various investors.

No dividends have been declared since our inception nor does the Company
anticipate that dividends will be declared in the ensuing fiscal year.

Management believes that cash expected to be generated from operations and
existing financial arrangements will be sufficient for the Company to meet its
capital expenditures and working capital needs for the next twelve months.
Future liquidity and cash requirements will depend on a wide range of factors,
including the level of business in existing operations and possible
acquisitions.






                                       16
<PAGE>


Business Risk Factors

There are many factors that affect the businesses of the Company, some of which
are beyond the control of the Company and future trends are difficult to predict
due to a variety of known and unknown risks and uncertainties including the
factors, among others, discussed below.

The Company has a history of net losses and negative cash flow and may not be
able to satisfy its cash needs from operations.

Except for two quarters in its operating history, the Company has never been
profitable. It has experienced negative cash flow since 1994. The accumulated
deficit was $5,550,504 at October 31, 2000. The Company cannot project with
certainty that losses will not continue in the short term as it grows and
integrates its businesses, and that losses will not continue in the long term
should it be unsuccessful in business and integration efforts. The Company
cannot know when, if ever, net cash generated by internal business operations
will support growth and continued operations.

The Company will need substantial amounts of additional financing.

The Company anticipates that it will need substantial amounts of cash for:

     o    capital expenditures to build and enhance business;
     o    operating expenses relating to the businesses of the Company,
          expansion and integration efforts;
     o    potential acquisitions;
     o    debt service requirements; and
     o    other general corporate expenditures.

There is a probability that cash needs will exceed cash flows from operating
activities through 2001, which means the Company will have to seek out
additional financing. In addition, it may need to revise its business plan to
respond to competitive and other factors, so the need for cash may increase.

Other factors may adversely affect the Company's access to additional financing,
and it may have to curtail its business if it cannot access additional
financing.

Our access to additional funds also may be limited by:

     o    general market conditions that adversely affect the availability or
          cost of financings;
     o    market conditions affecting the telecommunications industry in general
     o    the terms of options and warrants issued to others, that may make
          equity financings more difficult;
     o    the potential commercial opportunities and risks associated with
          implementation of our business plan;
     o    the market's perception of the Company's performance and assets; and
     o    the actual amount of cash needed to pursue the Company's business
          strategy.

Funding for the Company's capital needs is not assured, and it may have to
curtail its business if it cannot find adequate funding.

Except for our equity financing agreement with Torneaux, the Company currently
has no legally binding commitments or understandings with any third parties to
obtain any material amount of additional equity or debt financing, and it cannot
be assured that it will be able to obtain any additional financing in the
amounts or at the times that it may require the financing or, if it does obtain
any financing, that it would be on acceptable terms. As a result, the Company
cannot be assured that it will have adequate capital to implement future
expansions and enhancements of its wireless technology, to maintain its current
levels of operation or to pursue strategic acquisitions. Failure to obtain
sufficient additional financing could result in the delay or abandonment of some
or all of the Company's development, expansion and expenditures, which could
have an adverse effect on the Company and on the value of its common stock.

                                       17
<PAGE>


The loss of any of the Company's significant customers would likely have a
material adverse effect on its revenues.

There is a limited number of wireless handset OEMs globally that could benefit
with the Company's proprietary SAR solution process, and a limited number of
other wireless device OEMs that may benefit. Additionally, until such time as
Company undertakes an expansion of research facilities at Celltech, there is a
finite number of OEM clients and products that can be processed in a given time.
For product distribution sales as of October 31, 2000, the dealer customer base
was approximately 900 clients, of which only 50% are considered regular clients,
and of which 40 accounted for approximately 65% of total accounts receivable. As
the Company continues to increase its customer base, it will be less likely to
be dependent on a limited number of significant customers. The Company cannot be
assured that it will be less dependent on a limited number of significant
customers in the future, and the loss of any such significant customer,
especially in the initial integration period and until expanded facilities for
Celltech are completed, would likely have a material adverse effect on revenues.

The Company has experienced significant growth in a short period of time and may
have trouble integrating acquired businesses and managing its expansion.

Since September 1, 2000, the Company has completed one acquisition and signed a
letter of intent to acquire another in the 1st Quarter of fiscal 2001.
Acquisitions may involve numerous risks, including difficulty in integrating
operations, technologies, systems, and products and services of acquired
companies, diversion of management's attention and disruption of operations,
increased expenses and working capital requirements, entering markets in which
the Company may have limited or no prior experience and where competitors in
such markets have stronger market positions and the potential loss of key
employees and customers of acquired companies. In addition, acquisitions may
involve financial risks, such as the potential liabilities of the acquired
businesses, the dilutive effect of the issuance of additional equity securities,
the incurrence of additional debt, the financial impact of transaction expenses
and the amortization of goodwill and other intangible assets involved in any
transactions that are accounted for using the purchase method of accounting, and
possible adverse tax and accounting effects.

The Company has a limited history of owning and operating its acquired
businesses on a consolidated basis, which could result in ineffective management
of these businesses.

There can be no assurance that the Company will be able to meet performance
expectations or successfully integrate acquired businesses on a timely basis
without disrupting the quality and reliability of service to customers or
diverting management resources. Rapid growth has placed and will continue to
place a significant strain on management, financial resources, and on
information, operating and financial systems. If the Company is unable to manage
this growth effectively, it may have an adverse effect on the Company's
businesses, financial condition and results of operations.

The Company's recent acquisition of Edge Continental may have an adverse effect
on its earnings.

The Company recently acquired Edge Continental Inc. Edge Continental is an
international distributor of OEM wireless phones and accessories, leading edge
aftermarket products, certain proprietary design handset accessories, and
provides clearinghouse services for OEM and carrier overstocked product, for all
wireless platforms. If the Company is unable to effectively integrate Edge
Continental's business into existing Company business, and retain certain key
employee expertise in the organization, it may have an adverse effect on
earnings or revenue growth.

                                       18
<PAGE>


Because Edge Continental has a limited operating history, the Company cannot
assure that it can successfully execute its business strategy.

The Company is relying heavily on the prospects of Edge Continental, and their
founder's expertise, for future revenue growth. In the years ended July 31, 1999
and 2000, Edge Continental had total revenues of $5,983,435 and $5,851,654,
respectively. Despite the revenues, Edge Continental still had losses for the
year ended July 31, 1999 and 2000 of $182 and $179,156, respectively, a result
of a strategy to pursue increased market share and building up of the business
clientele. If the Company is unable to successfully execute a now combined
business strategy, it will likely not achieve anticipated levels of revenue
growth and earnings from the operations that are expected to result in
profitability.

The loss of any of the Company's key executives may have a material adverse
effect upon its operations.

The Company's success is also very much dependent upon the expertise of the key
members of the management team, particularly President and Chief Executive
Officer, Bernard Penner, Chief Financial & Operating Officer, Nicholas Wizinsky,
Senior Vice President Corporate Development, International & Carrier Sales, A.
Cary Tremblay, Senior Vice President Marketing & Sales, Wireless Devices, Gord
Walsh, Vice President Procurement & US Distribution, Victor Abuharoon (formerly
Edge Continental President), Vice President North American Dealer Distributor
Sales, Randy Aquino (formerly Edge Continental Vice President) and General
Manager for Celltech, Shawn McMillen. The loss of services from any of these
individuals would have a material adverse effect upon operations. Future success
also depends on our continuing ability to attract, train and retain highly
qualified technical, sales, marketing, development and managerial personnel. If
the Company was unable to hire such personnel on a timely basis, business,
operating results and financial condition could be adversely affected.

Intense competition in the market for communications equipment could prevent the
Company from increasing or sustaining revenues or achieving or sustaining
profitability.

The market for wireless communications equipment is rapidly evolving and highly
competitive. Increased competition is likely to result in price reductions,
shorter product life cycles, reduced gross margins, longer sales cycles and loss
of market share, any of which would harm the Company's businesses. As a provider
of design and engineered solutions the Company competes with other test labs
globally and the in-house R&D efforts of the OEMs. Competitors and the OEMs are
expected to continue to improve the engineering expertise and performance of
product and to introduce new products or new technologies that may supplant or
provide lower cost alternatives to the Company's solutions. To be competitive,
the Company must continue to invest significant resources in research and
development on SAR solutions, as well as significant resources in sales,
marketing and customer support of its product distribution businesses. The
Company cannot be sure that it will have sufficient resources to make these
investments or that it will be able to make the technological advances or secure
new products for distribution necessary to be competitive. As a result, the
Company may not be able to compete effectively against its competitors.

If the Company is not able to identify, develop, assemble, market or support its
products successfully or respond effectively to technological changes or product
announcements by competitors, it may not remain competitive.

Rapidly changing technology and new product introductions characterize the
markets for the Company's products. Future success will depend on our ability to
enhance existing products and to develop or procure and introduce in a timely
fashion new products that achieve market acceptance. The Company cannot be
assured it will be able to identify, develop, procure, assemble, market or
support its products successfully or that it will be able to respond effectively
to technological changes or product announcements by competitors.

                                       19
<PAGE>


The Company's efforts to keep pace with technological change may be
unsuccessful, which could adversely affect operating results and the value of
your investment.

The Company's solutions based technology could become obsolete. The Company
relies on an engineering solutions technology and certain trade secret processes
applicable for most radio frequency emitting devices but that may not be
compatible with, and may compete with, newer forms of wireless communication
technology now in development.

Competition among these differing technologies can:

     o    segment the user markets, which could reduce demand for specific
          technologies, including Company technology; and
     o    adversely affect market acceptance of our services.

The Company cannot be assured that its solutions based wireless technology will
successfully compete with the other solutions or product enhancements that may
later be developed. Further, new wireless technology and product may develop
that will cause the Company's existing technology to be obsolete or otherwise
impair market acceptance of its technology.

The Company's success is dependent on the continued development of the emerging
wireless market.

The market for wireless technology has only recently begun to develop and is
rapidly evolving. Because this market is new, it is difficult to predict its
potential size or future growth rate. Success in generating revenue in this
emerging market will depend, among other things, on the growth of this market.
If the market for wireless technology fails to develop or develops more slowly
than expected, or if the Company's products do not achieve widespread market
acceptance in this market, its business would be significantly harmed.

The Company will face challenges to its business if its target market adopts
alternate standards for wireless transmission, or if its systems fail to comply
with evolving industry standards and government regulations.

Wireless technology is extremely complex, and products must adhere to a
continually changing set of standards and compliance requirements. Currently,
the Company's solutions based technology is designed to assist OEMs in
satisfying FCC and IC regulations. Regulatory guidelines, as well as the
protocol definitions for radio frequency transmission, however, are established
by governments and industry standards organizations over which the Company has
no direct influence. The Company has invested substantial amounts of engineering
resources into developing a solutions based technology and trade secret
processes that assist OEMs in achieving compliance to these standards. Should
government regulators or these industry organizations change the regulations or
standards for radio frequency transmission or its associated technology, or if
government or these industry organizations introduce new and substantially
different regulations and standards for data transmission, the Company may not
be able to introduce systems in a timely manner that meet these new and evolving
regulations and standards. Additionally, the Company's business may be
indirectly harmed by legal challenges to the safety of certain wireless industry
technologies, potentially reducing or limiting potential numbers of clients for
its products and technology.

A majority of service providers that use wireless technologies are emerging
companies with unproven business models.

Many of the Company's distribution customers for handsets are service providers
that are using wireless technologies to attract and retain new end-user
customers. Many of the wireless equipment OEMs providing product to the service
providers, and those utilizing our solutions expertise, are emerging companies

                                       20
<PAGE>


with a limited degree of success in the wireless industry. The wireless market
is intensely competitive, and OEM handset market has become increasingly
competitive at all levels in recent years, primarily as a result of increased
competition among the service providers that are typically forced to reduce the
monthly access charges they impose upon their subscribers in order to attract
and retain additional subscribers. The reduction in monthly access charges
reduces the amount of capital available for service providers to invest in their
purchasing of new handset models. Both service providers and handset OEMs may
therefore become under-capitalized and may not be able to remain in business for
a substantial period of time. The failure or loss of both the OEMs and the
service providers as customers would significantly harm the Company's business.
Additionally, a number of suppliers for our distribution business are smaller
and new organizations that may be under capitalized and therefore unable to meet
our long-term supply needs. In our distribution supply businesses, there are
significant numbers of dealer organizations that are relatively small,
especially in the US markets where wireless distribution markets tend to be more
fragmented, and these organizations may also be under-capitalize. Both the SAR
solutions business and distribution business rely heavily on successful sales
and marketing to or supply from foreign firms, and most of the firms are
emerging companies, with unproven business models.

Because of intense competition, the Company may not be able to recruit or retain
qualified personnel.

Growth in operations has placed significant demands on management, engineering
staff and facilities. Continued growth will require hiring more engineering,
manufacturing, sales and administrative personnel. The Company may not be able
to attract and retain the necessary qualified personnel to accomplish its
business objectives and may experience constraints that could harm its ability
to satisfy customer demand in a timely fashion or to support its customers and
operations. The Company has at times experienced, and continue to experience,
difficulty in recruiting qualified personnel, especially on the technical side
of the business where competition in the RF industry is intense and unlikely to
abate in the next decade. Recruiting qualified personnel is an intensely
competitive and time-consuming process. The Company will need to train new sales
and marketing personnel before they achieve full productivity. The design and
engineering of SAR solutions utilizing proprietary technology can be complex.
Accordingly, the Company needs highly trained professional services, both
technical and business. The Company cannot be certain that it will be able to
successfully attract and retain additional qualified personnel. In addition,
recently hired employees may not successfully integrate into the management
team. The inability to attract and retain qualified personnel or to assimilate
them into the Company's business could significantly harm business.

Risks Related To The Company's Common Stock
-------------------------------------------

The Company's commitments to issue additional common stock may adversely affect
the market price of its common stock and may impair its ability to raise
capital.

The Company currently has outstanding commitments in various forms such as
warrants and, options, to issue a substantial number of new shares of our common
stock. The shares subject to these issuance commitments, to some degree, will be
issued in transactions registered with the Securities and Exchange Commission
and thus will be freely tradable. In many other instances, these shares are
subject to grants of registration rights that, if and when exercised, would
result in those shares becoming freely tradable. An increase in the number of
shares of our common stock that will become available for sale in the public
market may adversely affect the market price of the Company's common stock and,
as a result, could impair its ability to raise additional capital through the
sale of our equity securities or convertible securities.

                                       21
<PAGE>


The potential issuance of 2,571,528 shares of the Company's common stock in
connection with the Torneaux Fund, Ltd. equity financing agreement may dilute
your investment in its common stock.

On October 6, 2000, the Company entered into an equity financing agreement with
Torneaux Fund, Ltd., an institutional investor, under which Torneaux may
purchase up to 4,611,528 shares of the Company's common stock. The equity line
established by the agreement permits Torneaux, at the Company's request, to
invest up to between $3.6 million and $18.0 million in common stock periodically
over a 15-month period based upon a discount to the current market price of the
common stock. Subject to the conditions in the agreement, the timing and number
of shares to be sold is at the Company's option. Torneaux's holding in Globus
shall at no time exceed 9.99%. The aggregate issuances of these shares may have
the effect of further diluting the proportionate equity interest and voting
power of holders of the Company's common stock.

The Company may experience variability in its operating results, which could
negatively impact the price of its shares.

Annual and quarterly results have fluctuated in the past, especially in the most
recent fiscal year. The reasons for these fluctuations may similarly affect the
Company in the future, or results may fluctuate for newer reasons than
previously experienced. Operating results may fluctuate in the future as a
result of many factors, including:

     o    variations in the timing and volume of customer orders;
     o    introduction and market acceptance of new products;
     o    changes in demand for existing products;
     o    the accuracy of our forecasts of future requirements;
     o    changes in government regulations, and or industry standards,
          concerning SAR and other regulated measures of performance for
          wireless devices;
     o    changes in competitive and economic conditions generally or in Company
          markets; and
     o    the timing of, and the price paid for, acquisitions and related
          integration costs.

Any of these factors or a combination of these factors could have a material
adverse effect on the Company's business, financial condition and results of
operations.

The Company may need additional capital that could dilute the ownership interest
of investors.

The Company requires substantial working capital to fund its businesses. If the
Company raises additional funds through the issuance of equity, equity-related
or convertible debt securities, these securities may have rights, preferences or
privileges senior to those of the rights of holders of common stock may
experience additional dilution. The Company cannot predict whether additional
financing will be available to us on favorable terms when required, or at all.
Since our inception, the Company have experienced negative cash flow from
operations for all but two quarters, and expects to experience negative cash
flow from operations in the immediate future as its grows, expands and
integrates its businesses. The issuance of additional common stock by management
may have the effect of further diluting the proportionate equity interest and
voting power of holders of common stock.

ITEM 7. FINANCIAL STATEMENTS

     All financial information required by this Item is attached hereto
beginning on Page F-1.

                                       22
<PAGE>


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

On April 26, 2000, the Company dismissed its former independent auditor, James
E. Schiefley & Associates, P.C. ("Schiefley & Associates"), based on their
agreement that such action is in the best interests of both firms. Effective as
of that date, the Company has engaged KPMG LLP ("KPMG") as its new independent
auditor. The decision to end the Company's relationship with Schiefley &
Associates and to engage KPMG was recommended by the Company's independent Audit
Committee and unanimously approved by the Company's Board of Directors on March
26, 2000.

Over the course of Schiefley & Associates' engagement, the Company and Schiefley
& Associates had no disagreements on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Schiefley & Associates,
would have caused it to make reference to the subject matter of the disagreement
in connection with any report or opinion it might have issued. Furthermore,
neither of Schiefley & Associates' reports on the Company's financial statements
for the past two years contained an adverse opinion, disclaimer of opinion, or
modification or qualification of opinion.

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

Executive Officers, Directors, And Key Employees

The executive officers, directors and key employees of the Company and their
ages and positions with the Globus as of December 1, 2000 are as follows:

NAME                         AGE                   POSITION/TERM
----                         ---                   -------------
Bernard Penner               40      President, CEO and Chairman, June 1999 -
                                     Present
Nicholas Wizinsky            39      CFO/COO, Secretary and Treasurer, October
                                     1998 - Present
A. Cary Tremblay             43      Sr. Vice President Corporate Development,
                                     International & Carrier Sales, July 1999 -
                                     Present
Gord Walsh                   45      Sr. Vice President Marketing & Sales,
                                     Wireless Devices, April 2000 - Present
Victor Abuharoon             30      Vice President US Marketing Procurement &
                                     Distribution, September 2000 - Present
Randy Aquino                 30      Vice President Dealer Distribution,
                                     September 2000 - Present
Jerome W. Cwiertnia, CPA     60      Director, April 1997 - Present
Anthony Dyck                 55      Director, June 1999 - Present
Hans Schroth                 56      Director, June 1999 - Present
Norman D. Hawkins            63      Director, November 2000 - Present

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 was appointed President, Chief Executive Officer and Chairman on
June 9, 1999. 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.

                                       23
<PAGE>


Nicolas Wizinsky was General Manager from August 1997 to October 1998, was first
appointed Chief Operations Officer in November 1998, and was re-appointed as
Secretary/Treasurer and Chief Financial Officer by the Board in July 1999, and
named Chief Financial Officer in August 2000. Mr. Wizinsky served as a Director
of the Company from October 1998 to December 1999. From 1994 to 1997, Mr.
Wizinsky was self-employed as a business management consultant, including
serving as Business Consultant to the Company from February 1997 to July 1997.
From 1986 to 1993, Mr. Wizinsky worked in various positions for FCSAL. Mr.
Wizinsky obtained a Bachelor of Commerce from the University of British Columbia
in 1985.

A. Cary Tremblay was appointed Vice President Marketing & Sales in July 1999 and
was in September 2000 named Senior Vice President Corporate Development,
International & Carrier Sales. From October 1998 to June 1999 he served as
Marketing Consultant to the Company. From 1997 to 1998 Mr. Tremblay served as a
marketing consultant to the wireless telecommunications industry, building and
implementing strategies for bringing new products to market. From 1994 to 1997
Mr. Tremblay served as Senior Vice President of ComTec Communications, a chain
of cellular retail stores.

Gord Walsh was appointed Vice President Accessory Sales in April 2000 and was in
September 2000 named Senior Vice President Marketing & Sales, Wireless Devices.
Mr. Walsh joined Globus after a 19-year career at Lenbrook Industries Ltd., were
he served in several capacities including Director Sales & marketing for the
Wireless Business Systems Group. From 1977-79 he worked for AGT Mobile
Communications was instrumental in the launch of mobile phone service in Western
Canada.

Victor Abuharoon was appointed Vice President US Marketing Procurement &
Distribution in September 2000, and was the former President and principal of
Edge Continental Inc. since its inception in 1997. Mr. Abuharoon has been
successfully active in sales in the wireless industry since 1994. He brings to
Globus an extensive sales and distribution network in both North America and
internationally.

Randy Aquino was appointed Vice President Dealer Distribution in September 2000,
and was the former Vice President and principal of Edge Continental Inc. since
its inception in 1997. Mr. Aquino has been successfully active in sales in the
wireless industry since 1993, and provides Globus an extensive knowledge of
dealer sales in North America.

Jerome W. Cwiertnia has served as a Director since April 8, 1997. Currently Mr.
Cwiertnia is Chairman for Poly-Tak Protection Systems, Inc., Huntington Beach,
California. Mr. Cwiertnia was Chief Financial Officer and Director from 1979 to
1989, President, Chief Operating Officer and Director in 1990 and Chief
Executive Officer, President and Director from 1991 to 1995 for National
Education Corporation. Mr. Cwiertnia graduated in 1963 from Northern Illinois
University and is a Certified Public Accountant. Mr. Cwiertnia is Chairman for
the Audit and Compensation Committees.

Anthony Dyck has served as a Director since June 25, 1999. Since 1992 Mr. Dyck
has initiated several real estate developments and acquired properties in
Western Canada and Quebec. From 1971 to 1992 Mr. Dyck was in public school
administration. In 1969 Mr. Dyck graduated from the University of British
Columbia with a Bachelor of Science in Math & Economics, and in 1971 obtained
his MA in Math Education, also from the University of British Columbia. Mr. Dyck
serves as well on the Audit & Compensation Committees.

Hans Schroth has served as a Director since June 25, 1999. 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.

                                       24
<PAGE>


Norm Hawkins was appointed to the Board on November 1, 2000. Currently Mr.
Hawkins is semi-retired, serving as a consultant for the wireless industry,
after a distinguished twenty-seven year career in the industry. From 1993-97 Mr.
Hawkins served as President & CEO for Allen Telecom Canada Inc. In 1978, he was
a founding shareholder of Lenbrook Inc., and served in several Vice President
capacities as served as a Director for Lenbrook until 1993. He successfully
introduced the LTR radio technology in to Canada, which would later became the
foundation for Clearnet Communications, a PCS carrier, recently acquired by
Telus for $6.6 billion, the largest telecommunications acquisition in Canadian
history. Mr. Hawkins also brings to the Board telecommunications contract
experience in Asia.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2000, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 1999, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.


ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth certain information regarding compensation
the Company paid to its Chief Executive Officer and its other executive officers
whose income exceeded $100,000 for its last fiscal year ended October 31, 2000
(the "Named Officers").

<TABLE>
<CAPTION>

Summary compensation table

=====================================================================================================================
                                        Annual Compensation            Long-Term Compensation Awards
                                   ------------------------------   ----------------------------------
                                                                             Awards            Payouts
                                                                    ------------------------   -------
                                                                    Securities   Restricted
                                                                      Under       Shares or
                                                     Other Annual    Options     Restricted     LTIP       All Other
Name and Principal                 Salary   Bonus    Compensation    Granted     Share Units   Payouts   Compensation
     Position              Year     ($)      ($)          ($)           #            ($)         ($)          ($)
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>     <C>       <C>          <C>           <C>          <C>         <C>          <C>
Bernard D. Penner
    President & CEO        2000    75,000    Nil          Nil           Nil          Nil         Nil          Nil

Nick Wizinsky
CFO/COO, Secretary         2000    54,000    Nil          Nil         100,000        Nil         Nil          Nil
Treasurer.
---------------------------------------------------------------------------------------------------------------------
A. Cary Tremblay
Vice President Corporate   2000    58,000    Nil          Nil           Nil          Nil         Nil          Nil
Development
---------------------------------------------------------------------------------------------------------------------
Gord Walsh
Vice President Marketing   2000    33,500  10,000         Nil         100,000        Nil         Nil          Nil
& Sales
=====================================================================================================================
</TABLE>

                                       25
<PAGE>


     Aggregate Options Exercised During the Most Recently Completed Financial
Year and Financial Year-End Option Values. The following table sets out certain
information relating to options exercised by the Named Officers during the most
recent financial year and the value of unexercised in-the-money options held by
such person as of October 31, 2000:

<TABLE>
<CAPTION>
=========================================================================================================
                        Securities   Aggregate   Unexercised Options at         Value of Unexercised
                       Acquired on    Value               FY-End           in-the-Money Options at FY-End
                         Exercise    Realized              (#)                           ($)
      Name                 (#)          ($)     Exercisable/Unexercisable   Exercisable/Unexercisable (2)
---------------------------------------------------------------------------------------------------------
<S>               <C>      <C>          <C>          <C>                              <C>
Bernard D. Penner (1)      Nil          Nil          100,000/300,000                  $262,500
---------------------------------------------------------------------------------------------------------
Nick Wizinsky             10,000      16,000             0/90,000                        Nil
---------------------------------------------------------------------------------------------------------
A. Cary Tremblay          33,333      28,333            0/258,333                        Nil
---------------------------------------------------------------------------------------------------------
Gord Walsh                20,000      80,000             0/80,000                        Nil
=========================================================================================================
------------

(1)  Represents presently exercisable options to purchase 100,000 shares of
     common stock at $.85 per shares and unexercisable options to purchase
     100,000 shares of common stock at $.85 per share, and unexercisable options
     to purchase 200,000 shares of common stock at $3.00 per share.

(2)  Assumes a fair market value of $2.625 per share of common stock, which was
     the average price for our common stock on October 31, 2000.

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

=======================================================================================================
    Name         Securities      % of Total       Exercise   Market Value of Securities
                    Under     Options Granted       Per          Underlying Options on the   Expiration
                   Options    to Employees in     Security        Date of the Grant             Date
                   Granted     Financial Year   ($/Security)         ($/Security)
-------------------------------------------------------------------------------------------------------
Nick Wizinsky      100,000          13.4            (1)                 $1.96                 02/09/03
-------------------------------------------------------------------------------------------------------
Gord Walsh         100,000          13.4            (2)                 $4.50                 04/14/03
=======================================================================================================
</TABLE>

(1)  10,000 are at $1.70, 30,000 are at $3.00, 30,000 are at $5.00 and 30,000
     are at $6.00 per share.

(2)  10,000 are at $4.00, 10,000 are at $5.00, 10,000 are at $6.00, 70,000 are
     at 85% of the fair market value on the date they are exercisable.

Employment Arrangements

Globus and Bernard D. Penner, President, CEO and Chairman, are parties to a
services agreement, first made in June 1999, which currently provides payments
aggregating $5,000 to $7,000 per month. The three-year agreement, which also
provides for increases and stock option bonuses subject to certain company
performance goals being achieved, is expected to continue in force until
terminated by either party or the expiry of the term.

In March 1999, the Company entered into a services agreement with A. Cary
Tremblay, now Vice President Corporate Development, International & Carrier
Sales Marketing & Sales. In September 1999, the parties extended the agreement,
and which currently provides payments aggregating $5,000 per month. The
three-year agreement, which also provides for increases and stock option bonuses
subject to certain company performance goals being achieved, is expected to
continue in force until terminated by either party or the expiry of the term.

In February 1999, the Company entered in to a service agreement with Nick
Wizinsky, now Secretary Treasurer and Chief Financial and Operations Officer,
and extended it in February 2000, and which currently provides payments
aggregating $4,432 per month. The current two-year agreement, which also
provides for increases and stock option bonuses subject to certain company
performance goals being achieved, is expected to continue in force until
terminated by either party or the expiry of the term.

                                       26
<PAGE>


In April 2000, the Company entered in to a service agreement with Gord Walsh,
now Senior Vice President Marketing & Sales, Wireless Devices, which currently
provides base payments aggregating $6,000 per month plus commissions. The
three-year agreement, which also provides for base increases and stock option
bonuses subject to certain company performance goals being achieved, is expected
to continue in force until terminated by either party or the expiry of the term.

In September 2000, the Company entered in to a service agreement with Victor
Abuharoon, Vice President U.S. Marketing, Procurement & Distribution, which
provides base payments aggregating $6,900 per month plus commissions. The
three-year agreement, which also provides for base increases and stock option
bonuses subject to certain company performance goals being achieved, is expected
to continue in force until terminated by either party or the expiry of the term.

In September 2000, the Company entered in to a service agreement with Randy
Aquino, Vice President Dealer Distribution, which provides base payments
aggregating $6,900 per month plus commissions. The three-year agreement, which
also provides for base increases and stock option bonuses subject to certain
company performance goals being achieved, is expected to continue in force until
terminated by either party or the expiry of the term.

With the exceptions of Bernard Penner having an $85,000 loan buyout, and Gord
Walsh having a six-month notice for termination, and payment of one month's
service fee per year of service for all others, there is no plan or arrangement
with respect to compensation received or that may be received by the executive
officers in the event of termination of employment or in the event of a change
in responsibilities following a change in control.

Compensation of Directors

The Board of Directors receive an honorarium of $12,000 per year, payable in
cash, S-8 stock at market, restricted stock of Globus at 85% of the market bid
or in stock options with the exercise price set at 85% of the market bid. During
fiscal 1999, $48,000 in directors' fees was paid by way of stock and $8,000 in
directors' fees has been paid 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.

The Company presently has no other pension, health, stock option, annuity,
bonus, insurance, profit sharing or other similar benefit plans; however, we may
adopt such plans in the future. The Company does not provide personal benefits
for directors, officers or employees; however, we may and are planning to adopt
such plans in the future.



                                       27
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's voting
securities 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 8, 2001, there were 12,879,954 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(2)
--------------     ---------------------------   ---------------------   -------------------
<S>                <C>                                 <C>                       <C>
Common Shares      Bernard D. Penner                   647,956(2)                4.97%
                   1523 Lawrence Avenue
                   Kelowna, B.C., Canada

Common Shares      Jerome W. Cwiertnia                 102,736(3)                  *
                   17 Montecito Drive
                   Corona del Mar, CA 92625

Common Shares      Anthony Dyck                        590,278(4)                4.57%
                   8299 Okanagan Landing Road
                   Vernon, B.C., Canada

Common Shares      Hans Schroth                       215,0296(5)                 *%
                   365 Clifton Place
                   Kelowna, B.C., Canada

Common Shares      Nick Wizinsky                       171,840(6)                 *%
                   1160 Trevor Drive
                   Kelowna, B.C., Canada

Common Share       All Officers and                  1,451,384 Direct           16.72%
                   Directors as a Group              702,985 Indirect
</TABLE>

* Less than 1%

(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 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, and (vii) 150, 000 options to purchase shares of
     our common stock which are presently exercisable. Does not include 250,000
     options that are not presently exercisable.

                                       28
<PAGE>


(3)  Includes (i) 62,736 shares of common stock, and (ii) 40,000 options to
     purchase shares of our common stock which options are presently
     exercisable.

(4)  Includes 527,778 shares of common stock held in the name of Mr. Dyck, in
     trust for his family including his wife Patricia, and five members of their
     immediate family, for which Mr. Dyck has full voting rights. Also includes
     40,000 options to purchase shares of our common stock which options are
     presently exercisable.

(5)  Includes (i) 550,278 shares of common stock, and (ii) 40,000 options to
     purchase shares of our common stock which options are presently
     exercisable.

(6)  Includes (i) 90,696 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.

(7)  Includes (i) 10,000 shares held directly, (ii) 102,840 shares held jointly
     in the names of Sharon and Nick Wizinsky, (ii) 2,500 shares held in a
     Registered Education Savings Plan and Nick Wizinsky has shared voting
     rights, (iv) 6,500 shares held by 532773 B.C. Ltd., a corporation
     controlled by Mr. Wizinsky, and (v) 50,000 options to purchase shares of
     our common stock which options are presently exercisable.

We do not know of any arrangements, the operation of which may, at a subsequent
date, result in a change in control of Globus.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to this offering, we entered into transactions and business relationships
with certain 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.

From November 1, 1995 to October 31, 1996, we paid $18,800 to patent attorneys
for services in connection with patent applications filed on behalf of Dr.
Bickert for the antenna technology now in dispute. The sum of these amounts was
applied to reduce unpaid technology lease obligations due Dr. Bickert.

On April 23, 1999, Dr. Bickert, prior to his resignation, was issued 238,055
shares of our restricted stock as payment of $42,850 of outstanding advances to
Globus. During the fiscal year 1999, we repaid officer loans of $150,812 to Dr.
Bickert.

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. We believe
that such amounts for the services rendered are not in excess of their fair
market value.

                                       29
<PAGE>


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

     The Company has filed no reports on Form 8-K during the last quarter of the
period covered by this report.

Exhibits
--------

     The following Exhibits are filed as part of this Report:

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

 2.1        Common Stock Purchase Agreement with Torneaux Fund dated October 6,
            2000 (6)
 2.2        Series A Convertible Preferred Stock Purchase Agreement with various
            investors dated December 29, 2001 (6)
 2.3        Share Purchase Agreement with the vendor of Edge Continental, Inc.,
            dated as of September 1, 2000 (1)
 3.1        Articles of Incorporation of the Company(2)
 3.2        Bylaws of the Company(3)
 4.1        Specimen Stock Certificate of the Company(4)
 4.2        Certificate of Designation (6)
 4.3        Registration Rights Agreement dated October 6, 2000 (6)
 4.4        Registration Rights Agreement dated December 29, 2001 (6)
10.1        Form of Employment Agreement with Bernard Penner (6)
10.5        Form of Employment Agreement with Nick Wizinsky (6)
10.6        Form of Employment Agreement with A. Cary Tremblay (6)
10.7        Lease of company's research facility (6)
10.9        Agency Agreement with Bullet Distribution dated October 18, 2000 (6)
10.10       Agreement for the Sale of Manufactured Goods with Aztec Components,
            dated October 18, 2000 (6)
10.11       Secured Convertible Promissory Note issued to Aztec, dated October
            18, 2000 (6)
10.12       Security Agreement with Aztec, dated October 18, 2000 (6)
16.1        Letter on Change in Certifying Accountant(5)
21.1        List of Subsidiaries (6)
23.2        Consent of KPMG LLP
27.1        Financial Data Schedule for Globus

* To be filed by amendment.

(1)  Incorporated by referenced to the Form 8-K filed by Globus on November 14,
     2000.
(2)  Incorporated by referenced to the Form 10-SB File # 0-25614.
(3)  Incorporated by referenced to the Form 10-SB File # 0-25614.
(4)  Incorporated by referenced to the Form 10-SB File # 0-25614.
(5)  Incorporated by referenced to the Form 8-K/A filed by Globus on November 7,
     2000.
(6)  Incorporated by referenced to the registration statement on Form SB-2 filed
     on Form 10-SB File # 333-53760.

                                       30
<PAGE>



                      Consolidated Financial Statements of

                              Globus Wireless Ltd.

                           Year ended October 31, 2000








                                      F-1
<PAGE>


Auditors' Report to the stockholders


We have audited the accompanying consolidated balance sheet of Globus Wireless
Ltd. and subsidiaries as at October 31, 2000, and the related statements of loss
and comprehensive loss, stockholders' equity and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit 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, 2000 and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated balance sheet of Globus Wireless Ltd. as at
October 31, 1999 and the related statements of loss and comprehensive loss,
stockholders' equity and cash flows for the year then ended were audited by
other auditors who expressed an opinion without reservation on those statements
in their report dated April 4, 2000.


Kelowna, Canada

January 18, 2001

                                      F-2
<PAGE>
<TABLE>
<CAPTION>


Globus Wireless Ltd.
Consolidated Balance Sheets

$ United States

October 31, 2000 and 1999

                                                                                  2000           1999
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
Assets
------

Current assets
     Cash and cash equivalents                                                $   319,511    $   487,562
     Accounts receivable (net of allowance
       of $nil, 1999 - $nil)                                                    4,873,877         35,197
     Advances (note 3)                                                             82,508           --
     Inventory                                                                  1,143,891           --
     Prepaid expenses                                                              18,576         62,432
                                                                              -----------    -----------
                                                                                6,438,363        585,191

Fixed assets (note 4)                                                             428,738        290,351
Website development (note 5)                                                       32,119           --
Patents and trademarks (note 6)                                                    20,643         16,111
Goodwill (note 7)                                                               1,355,409           --
                                                                              -----------    -----------

                                                                              $ 8,275,272    $   891,653
                                                                              ===========    ===========

Liabilities and Stockholders' Equity
------------------------------------

Current liabilities
     Accounts payable and accrued liabilities (note 11(d))                    $ 4,214,534    $   141,226
     Loans payable to related parties (note 8)                                    780,375           --
     Bridge financing payable (note 9)                                            500,000           --
     Due to stockholders (note 2)                                                 489,717           --
                                                                              -----------    -----------
                                                                                5,984,626        141,226
Stockholders' equity
     Capital stock (note 10)
           20,000,000 preferred shares, issuable in series with a par value
                      of $0.001 per share authorized
          100,000,000 common shares with a par value of
                      $0.001 per share authorized, 12,777,621 issued
                      (1999 - 11,079,930 issued)                                   12,778         11,080
     Additional paid-in capital                                                 7,840,973      4,563,514
     Subscriptions for common stock                                                  --          533,325
     Deficit                                                                   (5,550,504)    (4,344,891)
     Accumulated other comprehensive income                                       (12,601)       (12,601)
                                                                              -----------    -----------
                                                                                2,290,646        750,427
                                                                              -----------    -----------
Commitments and contingencies (note 11)
Subsequent events (note 13)
                                                                              $ 8,275,272    $   891,653
                                                                              ===========    ===========

See accompanying notes to consolidated financial statements.

Approved by the Board:

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

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

                                      F-3
</TABLE>
<PAGE>


Globus Wireless Ltd.
Consolidated Statements of Loss and Comprehensive Loss

$ United States

Years ended October 31, 2000 and 1999

                                                       2000            1999
                                                   ------------    ------------

Sale of products                                   $  6,107,253    $       --
Cost of sales                                         5,163,933            --
                                                   ------------    ------------
                                                        943,320            --

Engineering revenue                                     189,048            --
                                                   ------------    ------------
                                                      1,132,368            --

Expenses
     Amortization                                       132,316          49,133
     General and administrative                       1,943,211         746,071
     Interest                                           171,009           3,709
     Research and development                           103,487          70,745
                                                   ------------    ------------
                                                      2,350,023         869,658
                                                   ------------    ------------

Loss before other income                             (1,217,655)       (869,658)

Other income                                             12,042          25,321
                                                   ------------    ------------

Loss                                               $ (1,205,613)   $   (844,337)
                                                   ============    ============


Weighted average common shares, basic and diluted    11,896,115       8,742,127
Loss per common share, basic and diluted           $      (0.10)   $      (0.10)
                                                   ============    ============

Comprehensive loss:
  Loss                                             $ (1,205,613)   $   (844,337)
  Foreign currency translation adjustment                  --           (24,259)
                                                   ------------    ------------
Comprehensive loss                                 $ (1,205,613)   $   (868,596)
                                                   ============    ============


See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

Globus Wireless Ltd.
Consolidated Statement of Stockholders' Equity

$ United States

Years ended October 31, 2000 and 1999

                                           Capital Stock
                                      ------------------------
                                        Number                    Additional
                                      of Common                    Paid-in         Stock
                                        Shares        Amount       Capital     Subscriptions
                                      ----------   -----------   -----------   -------------
<S>                                    <C>         <C>           <C>            <C>
Balance, October 31, 1998              6,744,711   $     6,745   $ 3,325,270    $      --
Exercise of warrants
  and options for cash                 3,081,813         3,082       964,206           --
Compensation cost of
  options issued to employees               --            --          20,600           --
Common stock issued for
  services                               291,927           292       125,849           --
Common stock issued
  for debt conversion                    238,055           238       128,312           --
Options exercised for
  notes receivable                       723,424           723       149,975           --
Notes receivable                            --            --        (150,698)          --
Common stock subscribed
  for cash                                  --            --            --          435,475
Common stock subscribed
  for lawsuit settlement                    --            --            --           97,850
Foreign currency
  translation adjustment                    --            --            --             --
Loss                                        --            --            --             --
                                      ----------   -----------   -----------    -----------
Balance, October 31, 1999             11,079,930        11,080     4,563,514        533,325
Common stock issued
  for subscriptions for
  common stock                           384,000           384       435,091       (435,475)
Common stock issued for
  subscription for common
  stock for lawsuit settlement            47,500            48        97,802        (97,850)
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 (note 10(a))               20,000            20        62,480           --
Common stock issued for
  notes receivable (note 10(b))           93,833            94       184,759           --
Notes receivable                            --            --        (184,853)          --
Compensation cost of options
  issued to employees (note 10(c))          --            --          57,905           --
Compensation cost of
  warrants issued to
  non-employees (note 10(d))                --            --         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    $      --
                                      ==========   ===========   ===========    ===========


Table continues on following page.

                                      F-5

<PAGE>


Globus Wireless Ltd.
Consolidated Statement of Stockholders' Equity (Continued)

$ United States

Years ended October 31, 2000 and 1999

                                                    Accumulated
                                                      Other
                                     Accumulated   Comprehensive
                                       Deficit        Income          Total
                                     -----------    -----------    -----------

Balance, October 31, 1998            $(3,500,554)   $    24,155    $  (144,384)
Exercise of warrants
  and options for cash                      --             --          967,288
Compensation cost of
  options issued to employees               --             --           20,600
Common stock issued for
  services                                  --             --          126,141
Common stock issued
  for debt conversion                       --             --          128,550
Options exercised for
  notes receivable                          --             --          150,698
Notes receivable                            --             --         (150,698)
Common stock subscribed
  for cash                                  --             --          435,475
Common stock subscribed
  for lawsuit settlement                    --             --           97,850
Foreign currency
  translation adjustment                    --          (36,756)       (36,756)
Loss                                    (844,337)          --         (844,337)
                                     -----------    -----------    -----------
Balance, October 31, 1999             (4,344,891)       (12,601)       750,427
Common stock issued
  for subscriptions for
  common stock                              --             --             --
Common stock issued for
  subscription for common
  stock for lawsuit settlement              --             --             --
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 (note 10(a))                 --             --           62,500
Common stock issued for
  notes receivable (note 10(b))             --          184,853
Notes receivable                            --             --         (184,853)
Compensation cost of options
  issued to employees (note 10(c))          --             --           57,905
Compensation cost of
  warrants issued to
  non-employees (note 10(d))                --             --          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)          --       (1,205,613)
                                     -----------    -----------    -----------

Balance, October 31, 2000            $(5,550,504)   $   (12,601)   $ 2,290,646
                                     ===========    ===========    ===========


See accompanying notes to consolidated financial statements.

                                      F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


Globus Wireless Ltd.
Consolidated Statements of Cash Flows

$ United States

Years ended October 31, 2000 and 1999

                                                                        2000            1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
Loss                                                                 $(1,205,613)   $  (844,337)
     Non cash items:
        Amortization                                                     132,316         49,133
        Common stock issued for subscription received in prior year        8,333           --
        Common stock issued for services                                  62,500        126,141
        Common stock subscribed for lawsuit settlement                      --           97,850
        Compensation cost of options issued to employees                  57,905         20,600
        Compensation cost of warrants issued to non-employees            101,500           --
        Foreign exchange translation adjustment                             --           39,483
        Conversion feature of bridge financing payable                   125,000           --
     Changes in non cash working capital:
        Increase in accounts receivable                               (4,306,966)       (29,637)
        Increase in inventory                                           (422,440)          --
        (Increase) decrease in prepaid expenses                           63,539        (60,606)
        Increase in accounts payable                                   3,526,599         27,015
        Decrease in net assets of discontinued operation                    --           56,647
                                                                     -----------    -----------
                                                                      (1,857,327)      (517,711)
Cash flows from investing activities:
    Advances                                                             (82,508)          --
    Purchase of fixed assets                                            (166,087)      (277,582)
    Website development costs                                            (33,516)          --
    Purchase of patents and trademarks                                    (7,084)          --
                                                                     -----------    -----------
                                                                        (289,195)      (277,582)
Cash flows from financing activities:
    Common stock issued for cash net of share issue costs              1,617,194      1,402,763
    Repayment of notes payable                                              --             (769)
    Repayment of loans payable to related parties                       (159,745)          --
    Proceeds from bridge financing payable                               500,000           --
    Repayment of officer loans                                              --         (150,812)
    Business combination (note 2)                                         21,022           --
                                                                     -----------    -----------
                                                                       1,978,471      1,251,182

                                                                     -----------    -----------
(Decrease) increase in cash and cash equivalents                        (168,051)       455,889

Cash and cash equivalents, beginning of year                             487,562         31,673
                                                                     -----------    -----------
Cash and cash equivalents, end of year                               $   319,511    $   487,562
                                                                     ===========    ===========

Supplemental cash flow information:
       Interest paid                                                 $    46,009    $     3,709
       Income taxes paid                                                    --             --
                                                                     ===========    ===========

Non-cash financing activities:
       Common stock issued for debt conversion                       $      --      $   128,550
       Common stock issued for subscriptions made in prior year          435,475           --
       Common stock subscribed for to settle prior year lawsuit             --           97,850
       Common stock issued for subscription received in prior year         8,333           --
       Common stock issued for services                                   62,500        126,141
       Compensation cost of options issued to employees                   57,905         20,600
       Common stock issued for notes receivable                          184,853        150,698
       Compensation cost of warrants granted to non-employees            101,500           --
       Common stock issued on business combination                       773,400           --
       Cash consideration payable on business combination                489,717           --
                                                                     ===========    ===========


See accompanying notes to consolidated financial statements.

                                      F-7
</TABLE>
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

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 distribution of cellular phones and related accessories in
North America and developing advanced antenna designs that incorporate the
Company's proprietary technology.

1.   Significant accounting policies:

     (a)  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.

     (b)  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.

     (c)  Inventory

          Inventory is recorded at the lower of cost, determined on a first in,
          first out basis, and net realizable value.

     (d)  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. To date, no such impairment has been indicated.
          Amortization is provided annually on a straight-line basis over the
          assets' estimated useful lives as follows:


          Computer equipment                                            5 years
          Computer software                                             2 years
          Furniture and fixtures                                        5 years
          Leasehold improvements                                        5 years
          Research and development equipment                            5 years

     (e)  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.

     (f)  Patents and trademarks

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

                                      F-8
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements (page 2)

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

1.   Significant accounting policies (continued):

     (g)  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. Amortization is provided annually on a
          straight-line basis over fifteen years.

     (h)  Revenue recognition

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

     (i)  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.

          Although the Company has consolidated loss carryforwards of
          approximately $5,500,000 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.

     (j)  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. 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 $1.5315 at October 31, 2000 (1999 - $1.5100).
          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.

                                      F-9
<PAGE>


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

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

1.   Significant accounting policies (continued):

     (k)  Financial instruments

          The fair values of cash and cash equivalents, accounts receivable,
          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 approximates its carrying amount due to the
          fixed interest rate of the payable closely approximating floating
          rates at the financial statement date. The maximum credit risk
          exposure for all financial assets is the carrying amount of that
          asset.

     (l)  Loss per share

          Basic loss per share has been calculated using the weighted average
          number of common shares outstanding during the period. As the Company
          has a loss in each of the periods presented, basic and diluted loss
          per share is the same.

     (m)  Stock option plan

          During the year ended October 31, 1997, the Company adopted a stock
          option plan whereby directors, officers, consultants and employees of
          the Company could be granted options to subscribe for unrestricted
          stock of up to 500,000 of the common shares 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. No options
          were outstanding under this plan during the years ended October 31,
          2000 and 1999.

          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. Options issued under this plan are disclosed in
          note 10(c).

          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.

     (n)  Accounting standards change

          In June, 1998, the Financial Accounting Standards Board issued SFAS
          No. 133, "Accounting for Derivative Instruments and Hedging
          Activities." In December, 1999, the Financial Accounting Standards
          Board issued SFAS No. 101 "Revenue Recognition in Financial
          Statements". Adoption of these statements is not expected to
          materially impact the Company's results of operations or financial
          position.

                                      F-10
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements (page 4)

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

1.   Significant accounting policies (continued):

     (o)  Cash and cash equivalents

          Cash and cash equivalents are comprised of the following amounts:

                                                   2000         1999
                                                 --------     --------

          Cash                                   $120,595     $487,562
          Interest bearing deposit                198,916         --
                                                 --------     --------
                                                 $319,511     $487,562
                                                 ========     ========


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

     (p)  Research and development

          Research and development costs are expensed as incurred.

2.   Business combination:

     Effective September 1, 2000, Globus acquired Edge Continental, Inc.
     ("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 is payable in increments of
     $169,895 on October 31, 2000, December 31, 2000, March 31, 2001 and June
     30, 2001. Outstanding cash consideration, aggregating $489,717, bears
     interest at 6% per annum and is unsecured.

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

     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
                                                               ===========

     Allocation of the purchase price is as follows:
         Cash                                                  $   303,167
         Accounts receivable                                       531,714
         Inventory                                                 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
                                                               ===========

                                      F-11
<PAGE>


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

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

2.   Business combination (continued):

     The pro forma consolidated financial information for the years ended
     October 31, 2000 and 1999, determined as if the acquisition of Edge had
     occurred on November 1 of each year, would have resulted in the following:


                                             2000                 1999
                                         ------------         ------------
     Sales                               $ 11,447,000         $  6,339,000
     Loss                                $   (973,000)        $   (872,000)
     Loss per share                      $      (0.08)        $      (0.10)


     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 periods.

3.   Advances:

     During 2000, the Company advanced funds to PCI Marketing and Communications
     Inc. ("PCI"). The advances are non-interest bearing, are demand in nature
     and are unsecured.

     On September 7, 2000, the Company signed a letter of intent to acquire all
     of the issued and outstanding shares of PCI in exchange for common shares
     of the Company. The letter states the purchase price shall be CDN $0.35 per
     share of PCI to a maximum purchase price of CDN $3,554,635. The proposed
     transaction would be accounted for under the purchase method of accounting
     with the Company identified as the acquirer. Implementation of the proposed
     acquisition and share exchange is subject to shareholder and regulatory
     approval which has not been received at January 18, 2001.

4.   Fixed assets:

     2000                                            Accumulated  Net Book
                                              Cost   Amortization   Value
                                            -------- ------------ --------

     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
                                            ========   ========   ========


     1999                                            Accumulated  Net Book
                                              Cost   Amortization   Value
                                            -------- ------------ --------

     Computer equipment                     $ 22,302   $  5,293   $ 17,009
     Computer software                         8,363       --        8,363
     Furniture and fixtures                   32,182     18,253     13,929
     Leasehold improvements                   78,862      2,557     76,305
     Research and development equipment      239,878     65,133    174,745
                                            --------   --------   --------
                                            $381,587   $ 91,236   $290,351
                                            ========   ========   ========

                                      F-12
<PAGE>


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

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

5.   Website development:

                                                    2000            1999
                                                  --------        --------
     Capitalized costs                            $ 33,516        $   --
     Accumulated amortization                       (1,397)           --
                                                  --------        --------
                                                  $ 32,119        $   --
                                                  ========        ========

6.   Patents and trademarks:

                                                    2000             1999
                                                  --------        --------
     Capitalized costs                            $ 27,627        $ 20,543
     Accumulated amortization                       (6,984)         (4,432)
                                                  --------        --------
                                                  $ 20,643        $ 16,111
                                                  ========        ========

7.   Goodwill:

                                                    2000              1999
                                                -----------       -----------
     Capitalized costs                          $ 1,370,630       $      --
     Accumulated amortization                       (15,221)             --
                                                -----------       -----------
                                                $ 1,355,409       $      --
                                                ===========       ===========


8.   Loans payable to related parties:

     The Company has loans payable at the following rates and terms:

                                                    2000            1999
                                                  --------        --------
     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        $
                                                  ========        ========

                                      F-13
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements (page 7)

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

8.   Loans payable to related parties (continued):

     All of the above amounts are 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 is payable to an
     employee and an associate of the former shareholders of Edge.

     During the year ended October 31, 2000, the Company paid interest of
     $39,631 (1999 - $nil) on the loans payable to related parties.

9.   Bridge financing payable:

     Bridge financing payable bears interest at 12% per annum, is due December
     31, 2000 and is convertible at the option of the lender into Series A
     convertible preferred shares of the Company with a stated value of $500,000
     and common share purchase warrants, the number of which is determined by
     the following calculation:

          $250,000 divided by the lessor of:
               a)   $4.00; or
               b)   the average trading price of the Company's common stock for
                    the five days immediately prior to conversion of the
                    financing.

     The preferred shares are entitled to a 12% annual cumulative dividend,
     payable quarterly and are convertible into common shares of the Company
     after April 28, 2001 determined by the following formula:


          $500,000 plus any accrued and unpaid dividends divided by the lessor
          of:
               a)   Lessor of $4.00 or the average of the closing bid prices of
                    the Company's common stock during the five days immediately
                    prior to conversion; 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 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 would entitle the lender to acquire
     common shares at an exercise price as determined in the immediately above
     formula and are exercisable for a period of five years from the date of
     conversion.

     The bridge financing payable contains a beneficial conversion feature as
     the preferred shares are convertible for a price that is 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 has been recorded in the statements of loss and
     comprehensive loss and stockholders' equity.

     The bride financing payable was converted into Series A convertible
     preferred shares of the Company subsequent to October 31, 2000 as disclosed
     in note 13(a).

10.  Capital stock:

     a)   During 2000, the Company signed an agreement to receive investor
          relation services for which it agreed to issue 40,000 common shares at
          their market value of $3.125 per share. The shares vest in increments
          of 10,000 on August 1, 2000, November 1, 2000, February 1, 2001 and
          May 1, 2001.

                                      F-14
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements (page 8)

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

10.  Capital stock (continued):

     b)   During 2000, the Company issued 93,833 common shares for notes
          receivable aggregating $184,853 from the exercise of employee stock
          options. The notes receivable do not bear interest, are due within 364
          days and are secured by the common shares issued.

     c)   Stock options

          The following options have been granted under the Company's restricted
          stock option plan:

          <TABLE>
          <CAPTION>

          2000
          ---------------------------------------------------------------------------------------------------
                        Number
                  outstanding,    Granted   Exercised    Expired        Number    Exercise
                  beginning of     during      during     during   outstanding       price             Expiry
                          year   the year    the year   the year   end of year   per share               date
          ---------------------------------------------------------------------------------------------------
          <S>           <C>        <C>        <C>           <C>         <C>        <C>      <C>
                        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
          ===================================================================================================

          Weighted
          average
          exercise
          price        $0.8573    $1.7205    $1.9701         -         $1.4100
          ===================================================================================================


          During the year ended October 31, 2000, the Company granted 283,833
          common share 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 $57,905 (1999 - $20,600),
          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.

          1999
          ---------------------------------------------------------------------------------------------------
                        Number
                  outstanding,    Granted   Exercised    Expired        Number    Exercise
                  beginning of     during      during     during   outstanding       price             Expiry
                          year   the year    the year   the year   end of year   per share               date
          ---------------------------------------------------------------------------------------------------

                           -      331,392   (331,392)          -           -       $0.1650     April 16, 2001
                           -       42,666        -             -        42,666     $1.0625       July 5, 2001
                           -      100,000   (100,000)          -           -       $0.2500   February 9, 2002
                        12,122        -          -             -        12,122     $0.1650     April 16, 2002
                           -      673,424   (623,424)          -        50,000     $0.8500       June 7, 2002
          ---------------------------------------------------------------------------------------------------
                        12,122  1,147,482 (1,054,816)          -       104,788
          ===================================================================================================

           Weighted
           average
           exercise
           price       $0.1650    $0.6078    $0.5779           -       $0.8573
          ===================================================================================================
</TABLE>

                                      F-15
<PAGE>


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

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

10.  Capital stock (continued):

     c)   Stock options (continued)

          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 stock options under SFAS 123 the
          Company's loss would have increased to the pro forma amounts indicated
          below:

                                            2000             1999
                                       -------------    -------------

          Loss
            As reported                $  (1,205,613)   $    (844,337)
            Pro forma                     (1,375,613)        (958,137)

          Loss per share
            As reported                $       (0.10)   $       (0.10)
            Pro forma                          (0.12)           (0.11)


          The weighted average fair value of $170,000 of the options granted
          during the year ended October 31, 2000 was determined using the Black
          Scholes method using a weighted average expected life of 11 months,
          volatility factor of 55%, risk free rate of 5.5% and no assumed
          dividend rate.

     d)   Warrants

          During the year ended October 31, 2000, the Company entered into an
          agreement to issue common share purchase warrants for services with
          terms as disclosed in note 11(b). The fair value of these warrants of
          $101,500 has been determined using the Black Scholes Method using an
          expected life of six months, volatility factor of 55%, risk free rate
          of 5.5% and no assumed dividend rate and has been included in the
          determination of the loss for the year.

11.  Commitments and contingencies:

     a)   Pursuant to a technology licensing agreement, the Company was required
          to make monthly payments of $10,000 to an individual who is the
          Company's founder, major stockholder and former President. Technology
          license payments owing under the agreement amounted to approximately
          $240,000 at October 31, 1999 and $360,000 at October 31, 2000.

          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 1999.

          In addition, the former President has amounts payable to him by the
          Company for advances and unpaid salary unrelated to the above
          technology license payments aggregating $51,843 (1999 - $51,843) which
          have been included in accounts payable and accrued liabilities.

          The former President has filed a counterclaim which seeks declaration
          that the technology agreements are valid, payment of monies due and
          owing plus unspecified damages. Management believes the counterclaim
          is without merit. Any costs to the Company related to the claim and
          counterclaim will be recognized when determinable.

                                      F-16
<PAGE>


Globus Wireless Ltd.
Notes to Consolidated Financial Statements (page 10)

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

11.  Commitments and contingencies (continued):

     b)   On May 8, 2000, the Company signed a letter of agreement with Coleman
          and Company Securities Inc. to secure investors for the Company. In
          consideration for these services, the Company was required to:

          i)   pay a monthly cash fee of $5,000;

          ii)  issue, within 30 days, 100,000 share purchase warrants with an
               exercise price of $4.00 per share, exercisable for a period of 5
               years; and

          iii) issue, within 30 days, an additional 100,000 share purchase
               warrants with an exercise price of $5.00 per share, exercisable
               for a period of 5 years, vesting 20,000 warrants every 30 days
               from the execution of the letter.

          On November 6, 2000, the Company elected to terminate the arrangement
          and is no longer obligated to make the monthly payments outlined
          above.

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

          2001 - $198,431; 2002 - $183,175; 2003 - $39,545; 2004 - $3,226;
          2005 - $2,552.

     d)   On October 18, 2000, the Company signed an agreement with a supplier
          to purchase $40,199,200 of cellular phones and accessories by October
          31, 2001, with up to $3,000,000 of trade financing available for
          purchases made under this agreement from time to time. In conjunction
          with the agreement, the Company was required to sign a promissory note
          as collateral against any amounts owed by the Company up to a maximum
          of $5,000,000. The note is exercisable thirty days after written
          notice of default is provided to the Company. The note may be
          converted into common stock of the Company at a conversion rate equal
          to 75% of the average trading price of the Company's common stock for
          the ten day period immediately prior to conversion of the note.

          Included in accounts payable and accrued liabilities at October 31,
          2000 is an amount payable to the supplier of $3,120,049 which is
          secured by the above promissory note and a security agreement
          providing a first priority interest in the inventory purchased under
          this agreement and all proceeds from the sale thereof.

12.  Related party transactions:

     During 2000, the Company made building rental payments to a shareholder of
     the Company totaling $42,900 (1999 - $27,204).

13.  Subsequent events:

     (a)  On November 21, 2000, the Company received additional bridge financing
          of $250,000 which bore interest at 18% per annum and was due December
          21, 2000. On January 2, 2001, the Company received an additional
          $750,000 which, along with the $250,000 disclosed above and the
          $500,000 bridge financing payable disclosed in note 9, aggregating
          $1,500,000, was converted into 1,500 12% series A convertible
          preferred shares and 415,236 common share purchase warrants of the
          Company.

                                      F-17
<PAGE>


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

$ United States

Years ended October 31, 2000 and 1999
--------------------------------------------------------------------------------

13.  Subsequent events (continued):

          The preferred shares are entitled to a 12% annual cumulative dividend,
          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 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 warrants have an exercise price of $1.9862 per common share and
          expire on January 2, 2006.

     (b)  Subsequent to October 31, 2000 the Company issued 35,000 common
          shares, with a fair market value of $84,603 to employees as settlement
          of amounts due for wages.

     (c)  Subsequent to October 31, 2000, the Company received services related
          to securing investors in the Company for which it agreed to issue
          49,000 common shares at their fair market value of $78,094.

     (d)  On November 17, 2000, the Company signed a sixteen month building
          lease which requires the following annual payments:

          2001                                              $  217,184
          2002                                                  98,720

     (f)  Subsequent to October 31, 2000, the Company issued 50,000 common
          shares for a note receivable of $80,000 upon the exercise of employee
          stock options. The note receivable does not bear interest, is due
          within 364 days and is secured by the common shares issued.

     (g)  Subsequent to October 31, 2000, the Company granted 166,000 common
          share options to employees. 150,000 of the options have an exercise
          price of $1.707 per share, the remaining 16,000 options have an
          exercise price of $1.8598 per share. All of the options expire on
          January 4, 2004.

14.  Comparative figures:

     Certain of the prior year comparative figures have been restated to comply
     with the financial statement presentation adopted in the current year.

                                      F-18
<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 26th day of January, 2001.


                                             GLOBUS WIRLESS, LTD.



                                             /s/ Nick G. Wizinsky
                                             --------------------
                                             Nick G. Wizinsky
                                             Chief Financial & Operating Officer