UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB/A

/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.
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             (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
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                 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
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------------------------------     ---------------------------------------------

     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
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                                (Title of Class)
<PAGE>


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes 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

<PAGE>


                                     PART I

FORWARD LOOKING STATEMENTS

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

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

ITEM 1. DESCRIPTION OF BUSINESS.

                                    BUSINESS

Overview

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

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

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

     Our primary business focus is divided into two distinct segments, the
wireless field of specific absorption rate research and solutions engineering,
and wireless product distribution with emphasis on Globus proprietary product,
specifically targeting larger volume sales to wireless equipment manufacturers
and carriers.

     We maintain corporate offices as well as head offices for Globus Wireless
Canada and our research center, Celltech Research, at 1955 Moss Court, Kelowna,
British Columbia, Canada V1Y 9L3. Our registered offices in the United State are
Ste 220 - 1495 Ridgeview Reno, NV. We operate marketing, sales and distribution
centers in Los Angeles, CA., Markham, Ontario, Canada; and Seoul, Korea.

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

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

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

<PAGE>


History

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

     From 1995 to 1999, we were a development stage company. Research prototype
antennae were continually designed and tested by researchers at Globus as they
pursued advancements in near field radiation reduction and far field performance
enhancement. An extensive patent program commenced. Research efforts were to be
bolstered when on August 16, 1996, the United States Federal Communications
Commission came out with new stringent guidelines for the cellular industry
manufacturers of phone devises requiring that these products not exceed
radiation exposure levels to users. These guidelines force manufacturers into
compliance by either tuning down the output of the phones or redesigning the
antennas to reduce exposure to users.

     In June 1999, we had a change in our management following the resignation
of the President and CEO. Our board of directors subsequently appointed a new
executive group to manage Globus. Past Vice President, 1994-97, Mr. Bernard
Penner, was appointed President, CEO and Chairman, past General Manager, Mr.
Nick Wizinsky, was appointed Chief Operations Officer and Secretary Treasurer,
and later was named Chief Financial Officer, and Mr. Cary Tremblay was appointed
Vice President--Marketing & Sales, moving to Senior Vice President Corporate
Development, International & Carrier Sales in September 2000. Mr. Tremblay
resigned his position on August 31, 2001. The decision was made by the board of
directors 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. Mr. Walsh has since moved to the position of
Business Unit Director, Globus Online Inc.

     In June of 2001, Mr. Tom W. Pick, former Director of Operations for
Motorola Inc., joined us as President, CEO and Director. Our former President
and CEO, Bernard Penner, continues to serve us as Chairman and President of
Globus Wireless Canada Ltd. and Globus On-Line Inc.

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

<PAGE>


Principal Products and Services

     Specific Absorption Rate Compliance and Engineering Laboratory services

     The primary objective of our research and development division, Celltech
Research Inc., is to assist wireless equipment manufacturers with their product
compliance to Federal Communications Commission guidelines for specific
absorption rate and effective radiated power emissions, simultaneously providing
real-world performance enhancing solutions as demanded from the marketplace.

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

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

     Wireless Product Distribution

     Our recently revamped international product distribution engine, including
contributions from the acquisitions of Edge Continental and PCI Marketing, has
provided us with the means to move products, wireless equipment manufacturers,
aftermarket or our design, both ways through the distribution channel. While we
will continue to sell an array of wireless equipment, manufacturers handsets,
and accessory product, we are strategically moving towards a greater emphasis on
distribution of Globus proprietary product, specifically targeting higher
margin, value-added, and differentiated sales opportunities.

     Presently, we distribute wireless equipment and aftermarket accessories
directly to a network of Canadian dealers and select US distributors and
carriers. We currently hold exclusive distribution rights for certain
aftermarket wireless products. This distribution network allows us to introduce
the portable in-vehicle speakerphone and other proprietary products to the
market quickly. Having a distribution capability is an important means for us to
readily identify the needs of dealers and consumers, especially for the
development of new technologies and their respective niche market opportunities.

     Primary distribution of Globus proprietary products will occur through
established, large-scale distributors, carriers and wireless equipment
manufacturers. Defined territory international distribution agreements and
strategic joint ventures will be considered and promoted on the basis of
receiving advanced licensing fees. We are currently negotiating for distribution
rights to the hands-free, in-vehicle speakerphone in Japan and Europe.

     We own and operate Globus On-Line Inc., d/b/a ShopWireless.com, a business
to consumer e-commerce Company with US, Canadian and United Kingdom URLs.
Although e-tail businesses in general have had major declines in business, we
remain committed in the long term to the business and distribution channel
provided by ShopWireless. Plans have been initiated to re-engineer and re-focus
the business, maximizing cost efficiencies through direct cost reductions and
cost avoidance programs, improve on current product margins and see Globus core
products, such as the portable in-vehicle speakerphone, moved through this
channel. Additionally, we are now seeking strategic partners for this business
unit, targeting regional and national businesses currently without an e-commerce
operation.

     We will continue to explore new market, product and technology
opportunities in the industry, leverage established relationships and build new
relationships in our various distribution channels.

<PAGE>


Research & Development

     Design and engineering of specific absorption rate related technologies
have been the primary focus of our research and development efforts. Research
efforts have been further defined to focus on resolving emissions and design
issues to enable clients to get their products to market as quickly as possible.
For the year ended October 31, 1999, we expensed approximately $70,745 in
research & development. For the year ended October 31, 2000, we have expensed
$103,487 in research and development.

Competition

     Specific Absorption Rate Compliance and Engineering Laboratory services

     We are not aware of any direct competition for our core specific absorption
rate solution processes that focus on low radiation and high performance factors
in a wireless equipment manufacturers handset, or other RF-emitting devices.
There are several firms in the marketplace providing a variety of antenna
technologies, such as Centurion in Nebraska, Ace Antenna in Korea and Algon in
Sweden; however, we have established an 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
other testing labs, including PC Test in Maryland, and Apprel Labs in Ottawa,
Ontario, operating for the sole purpose of generating testing only revenues;
however, to our knowledge there is no other testing center like Celltech were
testing, solutions and compliance filing can all be provided to the wireless
equipment manufacturers. Most of the wireless equipment manufacturers do have
some type of internal testing lab organization, but with the exception of a few
larger wireless equipment manufacturers such as Nokia, Motorola, Ericsson and
Samsung, most contract out testing of the product to FCC and/or Industry Canada
regulations, or other regulatory bodies in other parts of the world.

     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 our best interests. Our policy is to seek patent protection in the major
industrial markets firstly, 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 specific
absorption rate solutions processes, we have instead elected to protect these
and our how-to knowledge under an internal trade-secret policy. Wireless
equipment manufacturers' clients are provided only with an end-solution and do
not participate in research efforts to resolve specific absorption rate 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.Celltech's advantage comes in
providing a "total solution", from testing, problem solving and engineering,
design and if required contract manufacture of components. Additionally,
Celltech testing and solution services are focused on requirements for RF
emitting devices and the company has the latest in testing apparatus, equipment
and facilities, facilitated by GM Shawn McMillen's position on the FCC
subcommittee for SAR.

     Wireless Product Distribution

     There are a host of wireless equipment manufacturer, aftermarket and
e-commerce competitors to the product line in these and other world markets.
Each of our products, with the exception of the recently launched hands-free,
in-vehicle speakerphone, has 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 we are confident, with distribution centers in Los Angeles, Markham
Ontario, Seoul Korea and Kelowna, B.C., it can satisfy market demands to deliver
quality product on time. As well, products, such as the hands-free, in-vehicle
speakerphone, provide an exclusive technology leadership position.

<PAGE>


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. 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. So much so 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.

     Proprietary products will become the focus of our sales and distribution
efforts, allowing it to further differentiate the Globus brand in the
marketplace. The Company is moving away from distribution sales of product lines
with large numbers of competitors, competing primarily on the basis of price and
supply time, resulting in low and declining margins. The Company recently opted
out of a handset distribution agreement for these reasons and is now
distributing handsets on an opportunistic, limited numbers, set margin target
basis.

Manufacturing

     Globus maintains a facility in Seoul, Korea, primarily for the purpose of
supervising quality and coordinating contract manufacturing for exclusively
distributed Globus products. In addition to controlling contract manufacturing,
Globus Korea is responsible for distribution of Globus products in the local
Korean market.

     Through an exclusive worldwide technology licensing agreement with Cadco
Ltd., Globus will introduce the first portable speakerphone for cellular
telephone communication in a vehicle using true digital signal processing. We
have filed for trademark protection of the name hands-free, in-vehicle
speakerphone for this product.

     The first such product being manufactured in Korea is the hands-free,
in-vehicle speakerphone. The manufacturing processes were tested and proven
initially in Canada by Cadco and then transferred to Globus personnel in Korea,
who were able to reduce the cost of manufacturing by a factor of over 50%.
Globus Korea consists of several key individuals with extensive industry and
manufacturing experience, and local and Asian networks.

Employees

     We currently have 36 full-time employees in the operations, marketing,
sales and research areas of the business. None of our employees in any division
or subsidiary are covered by a collective bargaining agreement, and we believe
that our relations with employees are good. To date, employee turnover has been
nominal, and we have historically been able to attract qualified and experienced
personnel.

Government Regulations

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

<PAGE>


     Various products in the Wireless Devices Product Group, as provided by
wireless equipment manufacturers, are tested and in compliance with their
respective standards in the applicable jurisdiction, including FCC, IC, UL and
CSA standards. Otherwise it is our policy not to distribute non-standard or
non-complying product.

Liability Insurance; Indemnification

     We have comprehensive and global insurance policies providing for general
liability, fire, and other loss types, as well to protect against liabilities
arising out of the negligence of our officers and directors and/or deficiencies
in any of our business operations. We presently pay $125,000 annually for our
business insurances coverage. There is no assurance, however that such insurance
coverage would be adequate to satisfy any potential claims made against us, our
officers and directors, or resulting losses that may arise in our business
operations or with loss of products. Any such liability that might arise could
be substantial and may exceed the assets of Globus. Our articles of
incorporation and by-laws provide for indemnification of our officers and
directors to the fullest extent permitted under Nevada law. However, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons, it is the opinion of
the Securities Exchange Commission such indemnification is against public
policy, as expressed in the Act, and is therefore, unenforceable.

Legal Proceedings

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


<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

     Consolidated Revenues. Revenues for the period ending October 31, 2000 were
$6,296,301. We did not record sales revenues during fiscal 1999. The increase in
revenues reflects wireless handset and accessory sales of $6,107,253 and
engineering revenues of $189,048.

     Gross Margins. Wireless handset and accessory gross marginswere$943,320 or
14.9% of revenue. Engineering gross margins were $189,048 or 100% of revenue.
Costs associated with generation of engineering revenue are recorded in Selling,
General, and Administrative costs. We did not record gross margin earnings in
fiscal 1999.

     Selling, general, and administrative. Selling, general, and administrative
costs for the year ending October 31, 2000 were $1,943,321 or 30. 9% 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 attributable to operations in the US $21,475,
integration of Eastern Canada distribution operations contributing additional
costs of $221,514, and additional senior management, legal and regulatory fees,
and head office operations contributing additional cost of $954,151.

     Loss per share. In the year ending October 31, 2000, we recorded a loss of
$1,205,613 or $(0.10) per share. This compares to a $868,596 or $(0.10) per
share loss recorded in the year ending October 31, 1999. The increased loss in
fiscal 2000 is attributable to increased costs of amortization of $83,183,
selling, general and administrative of $1,197,140, interest costs of $167,300,
and Research and Development of $32,742. This is partially offset by positive
variances resulting from increased sales volumes of wireless handsets and
accessories translating into gross margin of $943,320, and engineering revenue
of 189,048 and non-operating costs of $10,980

     Accounts receivable. Accounts receivable at October 31, 2000 were
$4,873,877 or 77.4% of revenue, an increase of $4,838,680 from $35,197 recorded
at the year ending October 31, 1999. This increase is attributable to wireless
handset and accessory sales contributing $3,846,845, and the impact of newly
acquired Markham, Ontario operations contributing $782,981. The balance is
attributable to US based wireless handset and accessory sales.

     Inventory. 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
contributing $221,326, and the acquisition of Markham, Ontario operations
contributing $922,565.

<PAGE>


     Short-term investments. 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. 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. 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. 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 contributing $3,561,602, and acquisition of Markham, Ontario
operations contributing $511,706 .

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

Plan of Operation

Plan of Operation

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

     In November 2000, we announced the acquisition of Edge Continental Inc., a
wireless products distribution company, for a combination of shares and cash
totaling $1.55 million. In December 2000 its operations in Markham, Ontario were
amalgamated into Globus Wireless Canada Ltd. In the 2nd quarter of fiscal 2001,
the former principals of Edge Continental terminated their employment with us.
Settlement with one principal is completed and involved the return of 75,000 of
the 150,000 previously issued shares and forfeiture of the balance of $166,667
owing under the acquisition. Settlement with the other principal is still
outstanding. Business at Markham has been reengineered.. New sales management
have been retained, the integration program is now expected to be completed in
our 3rd quarter of fiscal year 2001. In addition to savings of $25,000 per month
from staff changes, operations have been downsized and divisional costs reduced
by 25%, inclusive of salaries, benefits, and variable costs associated thereto.
The operations provided 7 % of revenues in the second quarter.

     In December 1, 2000, we commenced setup of a new US based Marketing,
Procurement & Distribution Center in California, to serve as the primary US
sales and distribution center, opening in February 2001. We have a lease
commitment on the facility thru to April 30, 2002, at $19,744 per month.

     We acquired PCI Marketing & Communications Inc., which now operates as
Globus On-Line Inc., d/b/a Shop Wireless.Com. This business unit is operated as
a stand-alone entity, while sharing resources with Globus Wireless Canada Ltd.
We provide both growth funding, up to $486,300 thru to April 30, 2002, as well
as certain proprietary products that provide Shop Wireless.Com with greater
margins than in our other volume-driven distribution channels. Shop Wireless
provided 5% of our total revenues for the quarter ended April 30, 2001.

<PAGE>


     In January 2001, we entered into a specific absorption rate engineering
services agreement with Deltacom Co. Ltd. of Korea. We completed a preliminary
analysis in January 2001. In March 2001, Deltacom advised us that software
technical and business difficulties were delaying the product launch. We express
concerns regarding the ability of Deltacom Co. Ltd. to complete this contract
and believe our relationship with Deltacom has reached a conclusion and no
further transactions will transpire with respect to this contract. As a result
of our concerns, we only recorded non-refundable deposits of $75,000 in our
revenues.

     In April 2001, we secured a worldwide exclusive technology licensing
agreement with Cadco Ltd., of Hamilton, Ontario, concerning products and
technologies ready for the wireless market. The first product under the
agreement is a portable hands-free in-vehicle speakerphone, which was launched
in June 2001. Full-scale product distribution will commence over the 4th quarter
of fiscal 2001 and the first quarter of 2002 as manufacturing operations in
Korea come on stream. The agreement with Cadco required us to advance up to
$300,000 in royalty payments to be set-off against future royalty payments due
to Cadco. At July 31, 2001, we advanced $275,000 as prepayment of the royalty
payments. Subsequent to July 31, 2001, we advanced further royalty prepayments
of $60,000. To date, we have not received any revenue in connection with this
agreement. Our maximum expense under this agreement is 6% of the revenues
received in connection with the sale of this product.

     In April 2001, we also announced an expansion program for research
subsidiary Celltech Research Inc., which will provide the resources and
opportunity to service multiple wireless equipment manufacturers and to advance
our proprietary research efforts. The new research and development center will
be located in a new high tech park in Kelowna, British Columbia, and open this
fall.

     In April 2001, we ended a handset distribution agreement that had
experienced sharp margin declines and no longer met strategic objectives. We
earned $13.6 million in handset sales revenues for fiscal 2001 prior to ending
the supply agreement, however changing market conditions, declining world
pricing and margins for the product resulted in the decision to end the supply
agreement for the remaining $24.8 million in product. We are now concentrating
our revenue stream efforts on proprietary products with significantly greater
margins and less competition. Revenues are projected to further decline in the
3rd quarter of fiscal 2001, while we prepare for the manufacture launch of our
proprietary hands-free product and then rise again in the 4th quarter 2001 when
supply lines solidified.

     On June 2, 2001, Mr. Tom. W. Pick was appointed President & CEO, and member
of the board of directors. Mr. Pick has in excess of 20 years experience in the
wireless industry, most recently as Director, North American Carrier &
Distributor Operations for Motorola Inc.

     On August 15, 2001, Mr. Gene Haley was appointed Director of U.S. Sales,
responsible for sales revenue creation, account management, and business
development for the United States. On August 31, 2001, Mr. Cary Tremblay,
formally Senior Vice President Corporate Development, International & Carrier
Sales resigned his position. On September 1, 2001, Mr. Gord Walsh, formally
Senior Vice President Marketing & Sales, Wireless Devices moved to the position
of Business Unit Director for Globus Online Inc.

     Expertise in providing specific absorption rate solutions for wireless
phone manufacturers and identifying new solutions, processes and products to
address these issues and product performance remain our strategic priority.
During the most recent quarter, we focused primarily on a continuing expansion
of marketing efforts for a range of proprietary wireless products and a
revamping of our distribution model, consistent with the specific absorption
rate and performance issues focus for our business plans, including new business
opportunities in this area. Our business plans call for significant expenditures
over the next 12-month period, up to $5.0 million, including a $1.13 million for
capital expenditures, $1.8 million in inventories and $550,000 on technologies
and product development, $475,000 bridge loan retirement, and the balance of
$1,045,000 for working capital.

<PAGE>


     The business focus will remain on specific absorption rate and performance
products in fiscal 2001, with greater emphasis on higher margin product sales as
distribution channels become more firmly established. We continue to actively
examine both market opportunities and market fluctuations for wireless product
distribution, particularly in light of turbulent market conditions. Projected
inventory finance requirements are primarily for the recently launched wireless
handsfree product technology.

     We are committed to both expanding subsidiary Celltech Research, advancing
research on technologies in both the radio frequency and audio spectrum of
wireless communication devices. Any new technologies and resulting products will
have relevant specific absorption rate implications and as well adhere to a
commitment to high performance products. Celltech Research expansion and
research program costs are projected at $836,000 thru to fiscal year end.

     We may have to secure additional capital financing beyond our current
agreements, to meet ongoing requirements and our stated objectives throughout
the fiscal year ending October 31, 2001. We are currently seeking a minimum of
$5.0 million in new financing, debt and equity, to realize our business plans.
Negotiations are continuing with potential investors and with current finance
partners and we will look to secure new investment banking before the end of
fiscal 2001, subject to general market conditions and reaching an agreement for
such services that is favorable.

     Based on current market conditions, and success in raising private
financing in the past, the we expect to complete financings as required for
growth and operations. The costs of equity financings have risen significantly
and we are looking to gain improved debt finance. We have only entered in to
debt instrument financing this current fiscal year, firstly on a bridge loan
basis, to provide for working capital and to replace more expensive bridge loan
financing issued by prior owners of our recent acquisition of Edge Continental.
We are not satisfied with the interest expense being incurred for our short term
borrowing needs and continue to pursue alternative and less expensive financing.
We expect to be in a position for greater asset based, lower interest cost
finance by the 1st quarter fiscal 2002.

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

     Historically, we have not generated sufficient revenue from sales of our
products or services to sustain operations. The sales cycle to wireless
equipment manufacturers of a proprietary specific absorption rate solution
processes have been lengthy and is just recently generating interest from the
industry.

     Furthermore, the Wireless Devices Accessory Group only recently saw its
sales grow in the 4th quarter of fiscal 2000. This growth trend in wireless
devices distribution revenues continued in the 1st quarter fiscal 2001, however
declining margins and sales were experienced in the 2nd quarter. Forecasted
revenues generated by product distribution have been lowered for the last two
quarters of fiscal 2001 as we moved to focus more on higher margin proprietary
product, especially with the market launch of the hands-free, portable,
in-vehicle speakerphone in the 3rd quarter of fiscal 2001. Our revised revenue
forecast for fiscal 2001 is $23.1 million, with $19.1 million in revenues earned
thru to end of the 3rd quarter.

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

Liquidity & Capital Resources

     12% Convertible Preferred Series A Shares

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

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

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

     a)   $1.8062; or

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

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

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

     A deemed discount existed at the date of issue of the $250,000 of bridge
financing received on November 21, 2000, due to both the fair value of attached
warrants and the resultant beneficial conversion option. As this financing was
due December 21, 2000, the deemed debt discount, aggregating of $132,900 was
charged against income during the period ended April 30, 2001. In conjunction
with the conversion of the bridge financing, warrants were issued on January 2,
2001 as an inducement to the holder of the $500,000 of bridge financing to
convert. The fair value of these warrants of $83,000 has been recorded by a
charge against income at the date of their issuance. Consideration for the
$750,000 of financing received on January 2, 2001 was issued as preferred
shares. In accordance with EITF 98-5 and EITF 00-27, with respect to the fair
value assigned to the warrants, the deemed discount of $124,500 is being
recognized by a charge against equity, over the period from January 2, 2001 to
the forced conversion date into common shares of December 29, 2003, and the
deemed discount due to the beneficial conversion option of $231,100 was
amortized over the period from January 2, 2001 to the first conversion date of
April 28, 2001.

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

     Short Term Promissory Notes

     During the nine months ended July 31, 2001, we received $800,000 in
exchange for four promissory notes to four investors. The notes are secured by a
pledge by Globus, in the event of default, to issue an amount of its common
stock with a value of two times any outstanding principal and unpaid interest.
$625,000 and $175,000 of the notes bear interest at 30% and 24% per annum
respectively, payable monthly. The notes are due as follows: June 26, 2001
-$325,000, since repaid in full on the due date; and September 26, 2001 -
$475,000. Proceeds for these notes were used for general working capital
purposes and acquisition financing.

<PAGE>


     8% Convertible Debentures

     We are also registering 7,812,500 shares of common stock underlying
$800,000 and $450,000 of 8% convertible debentures, due May 31, 2003 and June 6,
2003, respectively. The convertible debentures were issued to four investors
pursuant to a Subscription Agreement dated May 31, 2001. Interest only payments
are due quarterly commencing September 30, 2001, and the principal is due in one
lump sum on the due dates, or upon events of default.

     The conversion price for the convertible debentures is the lesser of 85% of
the average of the three lowest closing prices for the common stock for the 30
trading days prior to but not including the day of closing, or 85% percent of
the average of the three lowest closing prices for the common stock for the 30
trading days prior to but not including the conversion date. The maximum number
of shares of common stock that any subscriber or group of affiliated subscribers
may own after conversion at any given time is 4.99%. The number of shares of
common stock issuable upon conversion of the convertible debentures is 2,604,166
based on a conversion price of $0.177 per share. We are required to register
200% of this amount, for a total of 7,812,500 shares. The actual conversion
price will depend on the market price of our common stock prior to the
conversion. In addition, 500,000 shares underlying warrants are being
registered. These warrants, which expire May 31, 2006, have an exercise price of
$1.78.

     The parties have made mutually agreeable standard representations and
warranties. We have also entered into covenants including, but not limited to,
the following:

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

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

     Terminated Financings

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

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

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

     Dividends

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

<PAGE>


     Capital Commitments

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

<TABLE>
<CAPTION>

Our schedule of capital commitments as of August 2001

--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
                      Common Shares                  Notes Payable  Interest  Interest Expenses
Financing Instrument    Warrants    Preferred Shares   Principle      Rate       April 30/01    Termination Date
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
<S>                   <C>           <C>              <C>            <C>       <C>               <C>
Series A                    -             1,500            -          12.0%        $103,016        Dec 29/03
Convertible
Preferred Shares
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Common Share             415,236            -              -           N/A         $215,900         Jan 2/06
Warrants
--------------------- ------------- ---------------- -------------   -------  ----------------- ----------------
Note Payable                -               -           175,000       24.0%        $ 14,038        Sept 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Note Payable                                            150,000       30.0%        $ 19,232        Sept 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Note Payable                                            150,000       30.0%        $ 19,232        Sept 26/01
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              320,000            -           800,000        8.0%        $ 33,044         May 3103
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               40,000            -           100,000        8.0%        $  3,998        June 6/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible               40,000            -           100,000        8.0%        $  3,998        June 6/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%        $  9,998        June 6/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%        $  7,368        July 24/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
Convertible              100,000            -           250,000        8.0%            -          August 16/03
Promissory Notes
--------------------- ------------- ---------------- -------------  --------  ----------------- ----------------
</TABLE>

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.

<PAGE>


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.

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.

<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 25th day of September, 2001.


                                       GLOBUS WIRLESS, LTD.



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