FORM 10-KSB
                      SECURITIES AND EXCHANGE COMMISSION
                    Washington,  D.C.  20549
     [X]       15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF               
                  THE SECURITIES  EXCHANGE  ACT  OF  1934
                 For  the  fiscal  year  ended:  10/31/96
                                      OR
     [ ]       15,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 CELLULAR & USER PROTECTION, LTD.
                   (FORMERLY LERIDGES INTERNATIONAL, INC.)
            (Exact name of Small Business Company in its charter)

     NEVADA                                      88-0228274
(State  or  other  jurisdiction  of          (I.R.S.  Employer
 incorporation  or  organization            Identification  No.)

   1980  Windsor  Road
   Kelowna,  British  Columbia,  Canada            V1Y  4R5
 (Address  of  principal  executive  offices)   (Zip  Code)

               Company's Telephone number, including area code:
                                (604) 860-3130

Securities  registered  pursuant  to
    Section  12(b)  of  the  Act:                    None
Securities  registered  pursuant  to
     Section  12(g)  of  the  Act:    Common  Stock,  $.001  par  value
                                      Warrants  to  purchase  $.001  par  
                                        value  Common  Stock

Check  whether  the  Company (1) has filed all reports required to be filed by
Section  13  or  15(d)  of the Securities Exchange Act during the preceding 12
months  (or  such  shorter  period that the Company was  required to file such
reports),  and  (2)  has been subject to such filing requirements for at least
the  past  90  days.      Yes    __x__          No  _____

Check  if  there is no disclosure of delinquent filers in response to Item 405
of  Regulation  S-B  is  not contained in this form, and no disclosure will be
contained,  to  the  best  of  Company'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.  [  x  ]

The  Company's  revenues  for  its  most  recent  fiscal  year was $430,407.
As  of  October  31,  1996, the market value of the Company's voting $.00l par
value  common stock held by non-affiliates of the Company was $          . 

The number  of  shares  outstanding of Company's only class of common stock, as 
of October  31, 1996 was  3,829,949 shares of its $.001 par value common stock.
Check  whether  the  Issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court. Yes  __x__     No _____
No  documents  are  incorporated  into  the  text  by  reference.

Transitional  Small  Business  Disclosure  Format  (check  one)
 Yes                No     x   
     --------          --------       







<PAGE>  2
                                    PART I
ITEM  1.    BUSINESS  General

Globus  Cellular  &  User  Protection  Ltd.  ("Company"),  formerly  Leridges
International,  Inc., was incorporated on June 10, 1987, under the laws of the
State of Nevada under the name Daytona-Pacific Corporation.  On July 31, 1989,
Company  changed  its name to Leridges International, Inc.   On March 4, 1993,
Company  filed  a Chapter 11 petition for protection under the U.S. Bankruptcy
laws  and  subsequently  filed a Plan of Reorganization, which was approved by
the  U.S. Bankruptcy Court on October 18, 1994.  The Plan provided for Company
to  acquire  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,  in consideration of Company's issuance of 2,880,000 Units of
its Common Stock.  Also approved in the Plan was a change of Company's name to
Globus  Cellular  &  User  Protection  Ltd.

Employees

Company  has five full-time employees and three part-time employees.   All of
these  part-time  employees  are  used  on an as-needed basis for research and
development.    These employees include third and fourth year Physics students
at Okanagan University College.  The remaining part-time person is employed as
a  bookkeeper.

Competition

The Company is not aware of any direct competition to its cellular mega range
Reduced  radiation  antenna  technology  with  its patents pending.   The mega
range  antenna  is  a  refractive  radiation  reducing  plastics product.  The
Company  also  has  an  x-ray  products division selling to private clinics.  
There  are  competitors  to  this  product.      Any  competition with similar
products,  if any, would be on the basis of price and quality of the products.

Principal  Product

Company  is  engaged in the research and development of its low radiation mega
range  antenna  technology  and marketing its exclusive line of x-ray film and
chemistry  under  the   "Globus"  label  to  private  clinics.

The  Company originally started out by manufacturing a shielding product as an
aftermarket add on for cellular phones and sold its entire inventory of 25,000
of  the  shielding  product.

The  United States Federal Communications Commission, on August 16, 1996, 
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.

The Company's testing capability for its antenna technology has been 
developed with the assistance of Canada's  National  Research  Counsel,  
providing  grant monies  as  well  as assisting  the  Company  in its 
relationship with the Department of Physics of Okanagan  University in 
British Columbia.   The Okanagan University Department of  Physics  published  
a  paper  in  1996  citing  mega range  antenna  as substantially  reducing  
human tissue absorption of radiation while increasing the  performance  of  
the  cellular phone compared to a leading manufacturer's cellular  phone  
product.

Patents

Dr.  Paul  F.  Bickert,  an  officer,  director  and  principal shareholder 
of Company,  is  the  owner  of three patents currently pending on the 
product in both  the  U.S.  and  Canada.    On  January 1, 1994, a Company 
entered into a License  of  Technology  Agreement  ("License  Agreement")  
with  Dr.  Bickert granting  Company  the  exclusive  worldwide  rights to 
use the technology and proprietary knowledge to develop, produce, 
manufacture, use, sell or otherwise commercially  exploit  the  technology  
and patents using the technology.  The Agreement is in effect for a period of 
eight (8) years with an option to renew for  an  additional five (5) years.  
All patents pending are attached to Dr. Bickert's parent application filed in 
1994.   Under the terms of the License Agreement, Dr.  Bickert  will  receive 
the sum of One Hundred and Twenty Thousand Dollars U.S.  ($120,000.00)  per  
year,  due and payable on the first day of each year throughout  the  term of 
the License Agreement, provided, however, the payment for  1995  has  been 
rescheduled such that $20,000 shall be due June 30, 1995, $20,000  shall  be  
due September 30, 1995 and the balance of $80,000 shall be due  December  31, 
1995.    As of the date of this filing, there is no accrued amount  due  and  
payable  to  Dr.  Bickert  under  the  License  Agreement.

In addition, on January 1, 1994, Company entered into a Royalty Agreement with
Dr.  Bickert  wherein  Dr.  Bickert shall receive a royalty fee of six percent
(6%)  of  all  "Gross  Receipts"  for  any  and  all  products sold by Company
utilizing  the  technology and proprietary rights granted to Company under the
terms  of  the  License  Agreement.    The term of the Royalty Agreement shall
continue  indefinitely.     As of the date of this filing, there is no accrued
amount  due  and  payable  to  Dr.  Bickert  under  the  Royalty  Agreement.



<PAGE>  3

Marketing/Advertising

There  are over Thirty Million ( 30,000,000) cellular phone subscribers in the
United  States  with  a penetration rate of only approximately 6% and over Three
Million  subscribers  (3,000,000)  in  Canada  with a penetration rate of only
approximately  4.78%.    Cellular  Business  News,  Oct.  1995.

The  Company  intends  to market its antenna technology within the next twelve
months  to three principal customers, i) original equipment manufacturers, ii)
after  market replacement antenna customers and iii) license the technology to
antenna  manufacturers  and/or  original  equipment  cellular  manufacturers.


Manufacturing

The  Company  is  currently  not  manufacturing its mega range antenna product
while  it  is  seeking  international  patent  protection.

Environmental  Regulations

According  to  federal environmental regulators, both the U.S. and Canada, 
the mega  range antenna is considered a passive device and, as such, falls 
outside the scope of Radiation Emitting Devices Regulations.  At present, 
there are no federal  environmental  regulations  to  which  Company's 
product is subject.   Currently, the government of the United States, through 
the FCC, is setting guidelines for antenna radiation emission levels and the 
Company's antenna not only meets but has radiation levels far less than the 
recommended maximum guidelines. There  is no assurance, however, that 
regulations on this type of product will not  be  implemented in the future 
and that Company will be required to comply therewith.

Research  and  Development

Since  inception,  Company  has  expended  approximately  $198,220  (U.S.)  in
research  and  development  of  its  product.

The  Company's antenna technology, with worldwide patents pending is currently
the  focus  of  much  of  the  Company's  research  and development attention.

Liability  Insurance;  Indemnification

Company  has  a  general  liability,  fire  and  medical  insurance  policy of
insurance  to protect against liabilities arising out of the negligence of its
officers and directors and/or deficiencies in any of its business operations. 
It presently pays $1,290.00 (Cdn.) annually for $1,000,000 coverage.  There is
no  assurance,  however,  that  such  insurance  coverage would be adequate to
satisfy any potential claims made against Company, its officers and directors,
or  its business operations or products.  Any such liability which might arise
could  be  substantial  and may exceed the assets of Company.  The Articles of
Incorporation  and  By-Laws  of  the  Company  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 and Exchange Commission such
indemnification  is  against  public  policy,  as expressed in the Act, and is
therefore,  unenforceable.

ITEM  2.  PROPERTIES.

On  January  3, 1994, Company purchased a unit in an office/warehouse building
in  Kelowna, B.C., Canada, for its corporate headquarters.  The purchase price
of  the 1800 sq. ft. unit was $118,000 (Cdn.).  The transaction was a freehold
estate  fee  simply  transfer under Canadian law and Company is the registered
owner.  Kelowna & District Credit Union holds a first mortgage on the property
in  the  principal  sum  of $82,600 (Cdn.), payable monthly with interest only
payments  at  the  prime rate plus 1% per annum.  The principal balance of the
mortgage  is  due  and  payable  in  full  upon  demand.

In addition, Company leases, on a month-to-month basis, warehouse space at the
B  &  O  Commerce Centre in Portland, Oregon, where it stores all of its C.U.P
product  inventory.  The monthly rental rate is $75.00 (U.S.) per month, which
is  a  comparable  rental  rate  for warehouse space in the geographical area.

In 1996, the Company has entered into an operating lease for additional office
and  warehouse space adjacent to its existing facility.  This lease is paid on
a  month-to-month  basis.    The  leased  space  is owned by an officer of the
Company and monthly rental payments are considered to be at competitive market
rates.  Rent expense amounted to $4,418 and $514 for the periods ended October
31,  1996  and  1995.

ITEM  3.    LEGAL  PROCEEDINGS.
The  Company  knows  of no material pending or threatened legal proceedings to
which the Company is a party or of which any of its properties is subject, and
no  such  proceedings  are  known  to  the  Company  to  be  contemplated  by
governmental  authorities.

ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
During  the  fourth  quarter  of  the  fiscal  year ended October 31, 1996, no
matters  were  submitted  to a vote of the Company's security holders, through
the  solicitation  of  proxies  or  otherwise.


<PAGE>  4
                                   PART II

ITEM  5.    MARKET FOR COMPANY'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS
Market  Information.       The Company's common stock commenced trading in the
over-the-counter  market  on  September  19,  1995.

The  following  table  sets forth the range of high and low bid quotations for
the  Company's  common stock for each quarter of the last two fiscal years, as
reported  on  the NASD Bulletin Board, by Wm. V. Frankel and Company, Inc. and
Paragon  Capital  Corporation.  The  quotations  represent inter-dealer prices
without  retail  markup,  markdown  or  commission,  and  may  not necessarily
represent  actual  transactions.
<TABLE>
<CAPTION>
        Quarter  Ended                          High  Bid               Low Bid
                <S>                               <C>                       <C>
              1/31/95                              *                         *
              4/30/95                              *                         *
              7/30/95                              *                         *
             10/31/95                            2.125                     2.125
              1/31/96                             .75                       .75
              4/30/96                            1.25                      1.25
              7/30/96                            1.63                      1.50
             10/31/96                             .72                       .69

</TABLE>
*          No  market  information is available for these periods.  Management
believes  that  there were no broker-dealers making a market in its securities
during  these  quarters  and  as  of  the  date  of filing this Annual Report.
Holders.          The approximate number of holders of record of the Company's
$.001 par value common stock, as of October 31, 1996, was 229.   Currently, as
of  January  20,  1997,  there  are  232  holders  of  record.

Dividends.       Holders of the Company's common stock are entitled to receive
such  dividends as may be declared by its Board of Directors.  No dividends on
the  Company's  common  stock  have  ever  been paid, and the Company does not
anticipate  that dividends will be paid on its common stock in the foreseeable
future.

ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS  OF  OPERATIONS.

Capital  Resources  and  Liquidity.

The Company emerged (October 18, 1994) from a Chapter 11 bankruptcy proceeding
which  it  filed  in  March, 1993.  Since the date of filing of the bankruptcy
proceeding,  Company  was  inactive  and was not engaged in any business.  The
recent  acquisition of the assets of Globus Cellular & User Protection Ltd., a
Canadian  corporation, has put the Company into the position of starting a new
business.

Globus  Cellular  &  User  Protection  Ltd.  (Canada),  a  British  Columbia
corporation,  was  incorporated on July 28, 1993.  Thereafter, the corporation
acquired  the patent rights to the cellular phone product (the "C.U.P"), which
it  subsequently sold to Company pursuant to the Plan of Reorganization, filed
and  approved  by  the  U.S.  Bankruptcy  Court.

During  the  year ended October 31, 1996, the Company issued 419,280 shares of
its  common stock, registered under Form S-8, to entities providing consulting
services to the Company.  The stock was valued at the market value on the date
such shares were authorized to be issued by the Board of Directors.  A portion
of  these  hares were issued pursuant to a service contract which provides for
services  to  be rendered to the Company in the future.  The value ascribed to
these  services  ($293,000)  has  been  recorded  as an unpaid subscription of
common  stock.

Also, the Company issued 33,435 shares of restricted common stock for services
rendered  to the Company.  These shares were valued at 50% of the market price
on  the  date  such  shares  were  authorized  to  be  issued  by the Board of
Directors.

Additionally, the Company issued 117,900 shares of restricted common stock for
the  exercise  of  warrants  and  options related thereto for cash aggregating
$102,851.

The  Company completed a private sale of 500,000 common shares for $500,000 in
the  third  and  fourth  quarter  of  fiscal  1995  and has settled all debts,
including  payment  on  the  License  of  Technology to January 1, 1995.   The
payment  on  License  of  Technology for the first six months of 1996 is being
rescheduled  by  Dr. Bickert and the Company due to the expense being incurred
by  the  Company  to  secure  world-wide  patent  protection  on  its  patent
co-operation  treaty  filing.  Additionally,  the  Company  has just commenced
reselling  of  x-ray  products  (film, shielding garments, -x-ray machines and
accessories)  to generate an immediate input of additional revenues.   Company
believes  that  the  proceeds  will  be sufficient to allow it to operate with
minimum  revenues  over  the next twelve (12) months.   However, such proceeds
will  not  allow  the  Company to commence full scale operations regarding its
planned  product.

<PAGE>  5

Additionally,  the Company received $102,780 in officer loans resulting in net
cash  provided  by financing activities of $583,505 for the year ended October
31,  1995.

Long-term  liquidity  will  be  dependent  on  anticipated  future  revenue.  
Additionally, the Company shall pursue a registration of its Common Shares and
Class  "A" Warrants and will, in part, rely on the subsequent exercise of said
Warrants.   Any additional funds raised and any revenues received from sale of
Company's  products  will  enable  Company to expand its plan of operations by
increasing  its  production  and  expanding  its  product  line.

The  Company acquired plant and equipment valued at $15,089 for the year ended
October  31,  1996.     The Company expended $1,804 on trademark costs.   This
resulted  in  net  cash used in investing activities of $16,893.   The Company
does  not  anticipate purchasing any additional plant or significant equipment
and  does  not  expect any significant changes in the number of its employees,
nor does Company expect to perform any product research and development during
the  next  twelve  (12)  months.

The  Company acquired plant and equipment valued at $17,528 for the year ended
October  31, 1995.   This resulted in net cash used in investing activities of
$17,528.    The Company does not anticipate purchasing any additional plant or
significant  equipment  and  does  not  expect  any significant changes in the
number  of  its  employees,  nor  does  Company  expect to perform any product
research  and  development  during  the  next  twelve  (12)  months.

The  Company  is  not  presently  aware  of  any  known  trends,  events  or
uncertainties that may have a material impact on net sales, revenues or income
from  its  operations.    However,  Company's product is new in the market and
there  are  not  assurances it can be marketed successfully and/or profitably.

The  management of Company is led by Dr. Paul F. Bickert, Dr. Ronald Armstrong
and  Bernard  Penner.    Dr.  Bickert  and  Dr.  Armstrong are both doctors of
chiropractic  who  have studied the principles, practice and use of X-rays and
have  a  thorough  understanding  of  the  nature  of U.H.F. radiation and the
potential  health  risks  to  persons exposed to radiation over long period of
time.  Mr. Penner owns and operates a large and highly successful construction
business  and  will  provide quality control and management skills to Company,
which  are  necessary  to  develop  a  labor  force  to manufacture and market
Company's  products.

Results  of  Operations.

The Company experienced a net loss from operating  activities of $734,145 for 
the year ended October 31, 1996.   Total sales  increased  from $40,980 for 
the year ended October 31, 1995 to $281,059 (additionally, the Company sold 
$128,485 in licenses) for  the  year  ended  October 31, 1996 due to 
increased operations.  However, cost  of  sales  increased  from  $22,045  to  
$233,202 for those same periods respectively.      Selling,  general  and 
administrative expenses increased to $898,939 for the year ended October 31, 
1996 compared to $690,600 for the same period  in  1995  due  to  accounting 
fees of $12,331, advertising of $83,914, consulting  of  $285,537,  legal  of  
$10,689, management contract payments of $110,000  technology  lease  expense  
of $120,000, travel of $52,940, wages of $83,615  and  miscellaneous  office  
expenses  of  $223,827.      Research and development  expenses  decreased  
from  $24,476 for the year ended October 31, 1995 to $13,220 for the same 
period in 1996 due to the stage of development of the antenna  product  and  
commencement  of  sale  of  said  product.

The Company issued stock options for officer services of $422,324 for the year
ended  October  31,  1996.    Depreciation for the year ended October 31, 1996
was $14,515.   For the year ended October 31, 1996, the Company experienced an
increase  in  accounts  receivable  of  $46,343,  a  decrease  in inventory of
$122,366  due to increased sales, and increase in prepaid expenses of $499 and
an  increase in accounts payable of $18,064, all due to increased operations. 
Foreign  exchange  translation  adjustment was $920 for the year ended October
31,  1996.   These items resulting in net cash used in operating activities of
$202,798  for  the  year  ended  October  31,  1996.

The  Company  experienced a net loss from operating activities of $706,368 for
the  year  ended October 31, 1995.   Total Sales increased from $4,411 for the
year ended October 31, 1995 to $40,980 for the year ended October 31, 1995 due
to  increased  operations.    However,  Cost of Sales increased from $6,438 to
$22,045  for  those  same  periods  respectively.   Selling,  general  and
administrative expenses increased substantially to $690,600 for the year ended
October  31,  1995 compared to $224,982 for the same period in 1994 due to the
Company's  increased  operations.  Research and development expenses decreased
from  $148,573  for  the  year  ended October 31, 1994 to $24,476 for the same
period  in  1995  due  to  the  stage of development of the C.U.P. product and
commencement  of  sale  of  said  product and the National Research Council 
grant.

The Company issued stock options for officer services of $272,679 and for 
license fees for the year ended  October  31,  1995.    Depreciation for the 
year ended October 31, 1995 was $12,421.   For the year ended October 31, 
1995, the Company experienced an increase  in  accounts  receivable  of  
$6,008,  an  increase  in inventory of $31,570,  and  increase  in  prepaid  
expenses  of  $23,815  and a decrease in accounts  payable  of  $10,544,  all 


<PAGE>  6

due  to  increased  operations.  Foreign exchange  translation  adjustment  
was  $1,049  for the year ended October 31, 1995.  These  items  resulting in 
net cash used in operating activities of $444,526  for  the  year  ended  
October  31,  1995.

The  Company  experienced a net loss from operating activities of $375,335 
for the  Ten  Months  Ended October 31, 1994 compared to a net loss of 
$70,627 for the  year ended December 31, 1993.   This increased loss is 
mainly a result of the  selling, general, administrative costs of consulting 
of $48,137 and legal fees  of  $27,685 associated with the merger and royalty 
and licensing fees of $87,183.    Total Sales decreased for the Ten months 
ended October 31, 1994 to $4,411  from $25,534 for the year ended December 
31, 1995 due to the Company's decision  to cease the distribution of its 
products by direct sale and instead engage  in  extensive research  to 
demonstrate  effectiveness  of its product and to make necessary 
modifications  to  increase  said effectiveness.  Additionally, Cost of Sales 
have  also  decreased  from  $18,415  to  $6,438 for  those  same  periods 
respectively.  Selling,  general  and administrative  expenses  increased 
substantially  to  $225,718 for the six months ended July 31, 1995 compared 
to $14,454 for the year ended December 31, 1994 mainly as result of 
consulting of $48,137  and  legal fees of $27,685 associated with the merger 
and royalty and licensing  fees of $87,183.   Research and development 
expenses increased from $63,765  for  the  year ended December 31, 1993 to 
$148,573 for the ten months ended  October  31, 1993 due to the stage of 
development of the C.U.P. product and  commencement  of  sale of said  
product.

ITEM  7.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
Financial Statements

The response to this item is being submitted as a separate section  of  this  
report  beginning  on  page  F-l.

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

The former accountant was dismissed on November 22, 1995. 

The  principal  accountant's report on the financial statements for either of
the  past  two  years  did  not  contain  an  adverse opinion or disclaimer of
opinion,  nor  were the reports modified as to the uncertainty, audit scope or
accounting  principles.     The decision to change accountants was approved by
the  board  of  directors.      There  were  no  disagreements with the former
accountant  on  any  matter  of  accounting principles or practices, financial
statement  disclosure  or  auditing  scope  or  procedure.

Winter, Scheifley & Associates, P.C. was engaged by the Company as of November
23, 1995.








<PAGE>  7                                  PART III

ITEM  9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

Identification  of  Directors  and  Executive  Officers  of the Company.   The
names,  addresses  and  positions of the present directors and officers of the
Company  are  set  forth  below:
<TABLE>
<CAPTION>   
Name  and  Address                          Age                Position
<S>                                          <C>                  <C>
Dr.  Paul  F.  Bickert                      51           President, Director and
3200  Watt  Road                                         Chairman of the Board
Kelowna,  B.C.,  V1Y4R5

Bernard  D.  Penner                         36            Secretary, Treasurer
157-7841  Hwy  #97  N.                                        and  Director
Winfield,  B.C.  V0H2C0

Ronald  L.  Armstrong                       65                  Director
1005-16  Ave.  N.W.
Calgary,  Alberta  T2M0K7
</TABLE>

All  directors  will  serve  on  the  Board of Directors until the next annual
meeting  of  the  shareholders of Company, or until their successors have been
duly  elected and qualified.  Officers serve at the discretion of the Board of
Directors.

Background  of  Directors  and  Officers

     Dr.  Paul  F. Bickert - Dr. Bickert has been the President and Chairman
of  the  Board  of  Directors  of  Company since October 18, 1994, when he was
appointed  under  the terms of the Plan of Reorganization filed by Company and
approved  by  the  U.S. Bankruptcy Court.  Since its inception in 1993, he was
the President and Chairman of the Board of Directors of Globus Cellular & User
Protection,  Ltd., the Canadian corporation from which Company acquired assets
in  the  bankruptcy  reorganization.    From  1974  to 1993, Dr. Bickert was a
self-employed  private chiropractic practitioner in Canada.  He graduated from
the  Palmer  College  of  Chiropractic  in 1974, with a Doctor of Chiropractic
Degree.    Dr.  Bickert  devotes  full  time  to  the  business  of  Company.

     Bernard  D.  Penner - Mr. Penner has been the Secretary/Treasurer and a
Director  of  Company  since October 18, 1994, when he was appointed under the
terms  of the Plan of Reorganization filed by Company and approved by the U.S.
Bankruptcy  Court.  Since its inception in 1993, he was the Vice President and
Director  of Globus Cellular & User Protection, Ltd., the Canadian corporation
from  which  Company  acquired assets in the bankruptcy reorganization.  Since
August  1992,  Mr.  Penner  has  been  the  Owner  and  President  of  Redline
Contracting, Ltd., a construction company in Kelowna, B.C., Canada.  From 1988
to  1992,  he  was the owner of B.P. Construction a construction company doing
business  in  both Oliver, B.C., Canada and Kelowna, B.C., Canada.  Mr. Penner
will  devote his time on an as-needed basis (not specifically determinable) to
the  business  or  Company.

     Dr.  Ronald L. Armstrong - Dr. Armstrong has been a Director of Company
since  October  18, 1994, when he was appointed under the terms of the Plan or
Reorganization filed Company and approved by the U.S. Bankruptcy Court.  Since
its  inception  in  1993,  he  was the Vice President and a Director of Globus
Cellular  & User Protection, Ltd., the Canadian corporation from which Company
acquired  assets  in  the bankruptcy reorganization.  In addition, since 1971,
Dr.  Armstrong  has  been a self-employed private chiropractic practitioner in
Toronto,  Ontario,  Canada.    He  graduated  from  the  Canadian  Memorial
Chiropractic  College  in  Toronto,  Ontario, Canada in 1971, with a Doctor of
Chiropractic Degree.   Dr. Armstrong only sits as a Board Member and is not an
employee  of the Company.   Dr. Armstrong will devote his time on an as-needed
basis  (not  specifically  determinable)  to  the  business  of  Company.
Directorships.     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.

ITEM  10.    EXECUTIVE  COMPENSATION

During  fiscal 1996, and as of the date of filing this report, no compensation
has  been  paid, nor have there been compensation arrangements or plans, other
than  what  has  been  indicated  below.

On  November  1,  1994,  Company entered into an Employment Agreement with Dr.
Paul  F.  Bickert,  the  President  and  Chairman of the Board of Directors of
Company.   The Agreement provides for payment or accrual of a salary of $7,500
(U.S.)  per  month to Dr. Bickert, effective on the date of Agreement, payable
or  accrued  on  the last day of each month.  The term of the Agreement is for
thirteen  (13) months, terminating on December 31, 1995, and may be renewed if
mutually  agreed  upon  by  the  parties  on  the  expiration  date.

Ron Armstrong received 5,000 stock options at $.225 per option for services 
provided in 1995.   On  November  15,  1995,  Dr. Paul Bickert was granted 
stock options salary to purchase  163,636  common shares of the Company at 


<PAGE>  8

the exercise price of $.225 per  common share.   Mr. Penner was granted stock 
options in lieu of salary to purchase  227,273  common shares of the Company 
at the exercise price of $.225 per  common  share.

None of the other officers and/or directors receive any compensation for their
services  and  there  are  not  plans to pay any such compensation in the near
future.    All  officers  and  directors are, however, reimbursed for expenses
incurred  on  behalf  of  Company.

The Company maintains and pays an annual premium of $6,433 (Cdn.) for a 10-year
term  policy  of  life  insurance  underwritten  by Capri Insurance Company of
Canada  which  includes:    (1)  key-man  protection  on  Dr. Paul F. Bickert,
President  and  Chairman  of  the  Board,  and  Mr.  Bernard  D.  Penner,
Secretary/Treasurer  and  a  Director  of  Company; (2) shareholder protection
insurance;  principals' family protection; and future tax shelters for company
dollars.    The  policy  provides  for  key-man  protection  of  Mr. Penner of
$500,000; $500,000 (Cdn.) joint last-to-die protection on Mr. and Mrs. Penner;
key-man  protection  of  Dr.  Bickert of $1,000,000, and $500,000 (Cdn.) joint
last-to-die  protection  of  Dr.  and  Mrs.  Bickert.

The  Company  presently  has  no  other pension, health stock option, annuity,
bonus,  insurance,  profit-sharing  or  other  similar benefit plans; however,
Company  may  adopt such plans in the future.  There are presently no personal
benefits  available  for  directors,  officers  or  employees  of  Company.

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.

ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

The  following  table  lists  each  officer  or director and each shareholder
owning  of record or known to the Company to own beneficially, either directly
or  indirectly,  at  least  5%  of the issued and outstanding shares of Common
Stock  of  the  Company  as  of  the  date  hereof:

<TABLE>
<CAPTION>
                                                 Amount  and
                                             		     Nature of
                                 Title  of         Beneficial           %  of
Name  and  Address                  Class          Ownership             Class
<S>                                  <C>              <C>                  <C>
Dr.  Paul  F.  Bickert             Common          557,937     Direct     17%
3200  Watt  Road                                   453,558 Indirect (2)
Kelowna,  B.C.,  Canada

Dr.  Ronald  L.  Armstrong         Common          11,183 Direct           1%
1005  -  16th  Ave.,  N.W.                         11,183 Indirect (2)
Calgary,  Alberta,  Canada

Bernard  D.  Penner                Common          103,031 Direct          7%
157-7841  Hwy.  #97 N.                             121,280 Indirect (3) 
Winfield, B.C., Canada

All  officers  and
Directors  as  a  Group            Common          1,238,180              39%
</TABLE>

(1)          These shares are held in the name of Marlene Bickert, wife of Dr.
Bickert,  and  Dr.  Bickert  has  shared  voting  rights in and to the shares.

(2)     These shares are held in the name of Nesbitt Burns in trust for Sandra
Armstrong  RRSP,  wife  of  Dr. Armstrong, and Dr. Armstrong has shared voting
rights  in  and  to  the  shares.

(3)       117,552 of these shares are held in the name of Loretta Penner, wife
of  Mr.  Penner, and Mr. Penner has shared voting rights in and to the shares.
3,728  of  these  shares  are held in the name of Burns Fry Ltd., in trust for
Loretta  Penner,  3GDJNT5,  a  Canadian retirement account, and Mr. Penner has
shared  voting rights in and to the shares.  2,982 of these shares are held in
the  name  of  Burns Fry Ltd., in trust for Bernie Penner #3GDFXT2, a Canadian
retirement account, and Mr. Penner as 100% voting rights in and to the shares.

The  Company does not know of any arrangements, the operation of which may, at
a  subsequent  date,  result  in  a  change  in  control  of  the  Company.

ITEM  12.    CERTAIN  RELATIONSHIPS  AND RELATED TRANSACTIONS

On  January  3, 1994, Company purchased a unit in an office/warehouse building
in  Kelowna, B.C., Canada, for its corporate headquarters.  The purchase price
of  the 1800 sq. ft. unit was $118,000 (Cdn.).  The transaction was a freehold
estate  fee  simply  transfer under Canadian law and Company is the registered
owner.  Kelowna & District Credit Union holds a first mortgage on the property
in  the  principal  sum  of $82,600 (Cdn.), payable monthly with interest only
payments  at  the  prime rate plus 1% per annum.  The principal balance of the
mortgage  is  due  and  payable  in  full  upon  demand.

<PAGE>  9

In addition, Company leases, on a month-to-month basis, warehouse space at the
B & O  Commerce Centre in Portland, Oregon, where it had stored all of its C.U.P
product  inventory.  The monthly rental rate is $75.00 (U.S.) per month, which
is  a  comparable  rental  rate  for warehouse space in the geographical area.

In 1996, the Company has entered into an operating lease for additional office
and  warehouse space adjacent to its existing facility.  This lease is paid on
a  month-to-month  basis.    The  leased  space  is owned by an officer of the
Company and monthly rental payments are considered to be at competitive market
rates.  Rent expense amounted to $4,418 and $514 for the periods ended October
31,  1996  and  1995.

The President and General  Manager  of  the  Company,  Dr.  Paul  Bickert is the
inventor of the Company's  major  product  and is the founder of the Company.  
Dr. Bickert and his  wife  jointly  are  the  Company's  largest  stockholder.

The  Company  has  an  exclusive  eight  year lease on the cellular phone user
protection  technology  from Dr. Bickert.  The Company possesses the exclusive
right  to  sublease or sell this technology to others. See Note 5.  During the
periods  ended October 31, 1996 and 1995, the Company paid $18,800 and $19,088
respectively  to  patent  attorneys  for  services  in  connection with patent
applications  filed  in  behalf  of  Dr.  Bickert  for  the  above  mentioned
technology.    The  sum  of  these  amounts have been applied to reduce unpaid
technology  lease  obligations  due  Dr.  Bickert, so therefore, ultimately 
paid by Dr. Bickert.

The  vice  president  and  production  manager, Mr. Bernie Penner and his wife
jointly  are  the  Company's  second  largest  stockholder.

During  1996  and  1995  the Company paid $1,694 and $3,024 respectively, to a
company controlled by Mr. Penner for improvements to the Company's plant.  The
Company  believes  that  such  amounts  are not in excess of their fair market
value.

Additionally,  rent in the amount of $3,110 was paid to Mr. Penner in 1996 for
office  and  warehouse space in connection with the lease described in Note 4.

Dr.  Bickert  and  Mr.  Penner  had loans to the Company for cash advances and
unpaid  salary and technology lease payments totaling $244,636 and $102,780 at
October  31,  1996 and 1995 respectively.  These are demand notes and interest
is  being  accrued  at  8.75%  per year.  Subsequent to October 31, 1996 these
individuals  agreed  to waive payment of the total amounts due in exchange for
the exercise of common stock options previously granted to them at an exercise
price  of  $.225  per  share.

The  Company  has an agreement with Dr. Paul F. Bickert (its founder, product
inventor,  President  and  General Manager, Director and major stockholder) to
pay  Dr.  Bickert  lease of technology payments of $10,000 (US) monthly.  This
agreement expires  in 2002, with an option to renew.  Total payments required 
under this lease  are  as  follows:
    1997                                      120,000
    1998                                      120,000
    1999                                      120,000
    2000                                      120,000
    2001                                      120,000
                                              --------
                                             $600,000

On  January  13,  1995, Company entered into a Marketing & Promotion Agreement
(the  "Agreement")  with  Brahma  Capital  Corporation,  a  British  Columbia
corporation  ("Brahma"),  whereby  Brahma was engaged to promote and assist in
the  sale  of  the  maximum  amount  of Company's securities under the private
placement  offering  and any possible subsequent public offering.  The term of
the  Agreement is for a period of twelve (12) months or until such time as the
private  placement  offering has been successfully completed.  Under the terms
of  the  Agreement,  Brahma  shall  be  reimbursed  for all office, travel and
entertainment  expenses  in  connection with services rendered thereunder.  As
compensation  for its services, Brahma was to be advanced the sum of $2,500.00
(U.S.)  per  month,  which  sum  shall  be  deducted  from the following total
commissions  earned  by  Brahma  in  connection  with  its  sale  of Company's
securities  under  the  terms  of  the  Agreement:

     (a)  10% of the gross proceeds received by Company from the sale of   
          securities  under  the  private  placement  offering  by  Brahma; and

     (b)  7% of the gross proceeds received by Company from the sale of    
          securities under any subsequent offering of securities made by      
          Company.

Upon  the  successful  completion  of  the private placement offering, Company
paid  Brahma  the  sum of $3,500 (U.S.), which sum represents the balance of
consulting  fees  due  and  payable  to  Brahma  for work performed for Globus
Cellular  &  User  Protection  Ltd.,  (Canada) prior to the reorganization and
acquisition  of  its  assets  by  Company.

Due  to lack of performance, the Agreement with Brahma has been terminated and
no  further  amounts  are  owing.



<PAGE>  10

On  October  31,  1994,  Company  executed  a Promissory Note in the amount of
$3,100.00  (Cdn.)  in  favor  of  Bernard  D.  Penner, Secretary/Treasurer and
Director of Company in consideration of a cash loan made to Company.  The Note
is payable on demand with interest at 10% per annum, calculated semi-annually.
  This  Note  has  been  paid  in  full.

On  October  31,  1994,  Company  executed  a Promissory Note in the amount of
$51,167  (Cdn.) in favor of Dr. Paul F. Bickert, President and Chairman of the
Board  of  Company,  in  consideration  of loans made to Company.  The Note is
payable  on  demand  with  interest  at  the rate of 10% per annum, calculated
semi-annually.      This  Note  has  been  paid  in  full.

On  December  27,  1994,  Company  executed a Promissory Note in the amount of
$7,500.00  (Cdn.)  in  favor of Dr. Paul F. Bickert, President and Chairman of
the  Board  of  Company, in consideration of a cash loan made to Company.  The
Note  is  payable  on  demand with interest only payments at 12% per annum due
monthly,  beginning  on  January  27, 1995.   This Note has been paid in full.

On  October  18,  1994, pursuant to the terms of a Plan of Reorganization (the
"Plan")  filed  and approved by the U.S. Bankruptcy Court, Company commenced a
private  placement  offering (the "Offering") of its securities to the public,
both  in  the  U.S.  and  in  Canada,  through  an exemption from registration
provided  by  Section 1145 of the U.S. Bankruptcy Code.  The Offering is for a
minimum  of 100,000 Units, up to a maximum of 500,000 Units, consisting of one
share  of  Company's  Common  Stock, one "A" Warrant and one "B: Warrant, at a
price  of  $1.00  (U.S.)  per  Unit.   Each "A" Warrant entitles the holder to
purchase  one  share  of Common Stock of Company for a period of one year from
the effective date of the Plan at an exercise price of $1.50 (U.S.) per share.
 Each "B" Warrant entitles the holder to purchase one share of Common Stock of
Company  for  a  period of two years from the effective date of the Plan at an
exercise  price  of  $2.00  (U.S.)  per  share.  The Offering was successfully
completed  in  April,  1995  and  terminated.

ITEM  13.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
ON FORM 8-K
     (A)    FINANCIAL  STATEMENTS  AND  SCHEDULES

The  following  financial  statements  and schedules are filed as part of this
report:

Report  of  Independent  Public  Auditors.................................15
Balance Sheets............................................................17
Statement  of  Operations.................................................18
Statement  of  Stockholder's  Equity......................................19
statement  of  Cash  Flows................................................20
Notes  to  Financial  Statements..........................................21-27

Schedules  Omitted:    All  schedules other than those shown have been omitted
because  they are not applicable, not required, or the required information is
shown  in  the  financial  statements  or  notes  thereto.

(b)    List of Exhibits     

            The following of exhibits are filed with this report:

Exhibit 1        Marketing & Promotion Agreement with Brahma Capital      
                 Corporation incorporated by reference to Form 10-SB, File #0- 
                 25614.

Exhibit  2       Plan  of  Reorganization,  Disclosure  Statement and Order
                 Confirming Plan of Reorganization incorporated by reference to 
                 Form  10-SB,  File  #  0-25614

Exhibit  3(a)(i) Articles  of Incorporation of Company and Amendments thereto 
                 incorporated by reference to Form 10-SB, File # 0-25614

Exhibit  3(a)(ii) Bylaws of Company incorporated by reference to Annual Report  
                  on Form  10-SB,  File  #  0-25614

Exhibit  3(b)     Articles  of  Incorporation  of  Globus Cellular & User 
                  Protection, Ltd.  (Canada)  and  Amendments  thereto  
                  incorporated by reference to Annual Report on Form 10-SB,  
                  File  #  0-25614

Exhibit  10(a)    Production  Agreement between Market-Ability, Inc. and company
                  incorporated by reference to Form 10-SB, File # 0-25614

Exhibit 10(b)     Press and News Releases incorporated by reference to Form   
                  10-SB,  File  #  0-25614

Exhibit  10(c)    License of Technology Agreement between Dr. Paul F. Bickert 
                  and Company incorporated by reference to Form 10-SB, File 
                  # 0-25614

Exhibit 10(d)     Royalty Agreement between Dr. Paul F. Bickert and Company   
                  incorporated by reference to Form 10-SB, File # 0-25614

Exhibit 10(e)     State of Title Certificate and Mortgage on Real Property    
                  incorporated by reference to Form 10-SB, File # 0-25614


<PAGE> 11

Exhibit 10(f)     Employment Agreement between Dr. Paul F. Bickert and Company
                  incorporated by reference to Form 10-SB, File # 0-25614

Exhibit  10(g)    Key-Man Life Insurance Policy incorporated by reference to 
                  Form 10-SB,  File  #  0-25614

Exhibit  10(h)    Promissory Notes incorporated by reference to Form 10-SB, File
                  #  0-25614

Exhibit 14        Patents and Trademarks incorporated by reference to Form 
                  10-SB, File  #  0-25614


 (B)    REPORTS  ON  FORM  8-K
The  Company  filed  a report on Form 8-K regarding a change of fiscal year in
May,  1995.

Item  4.   Changes  in  Company's  Certifying  Accountant.

(a)(1)(i)     The  former  accountant was dismissed on November 22, 1995.

     (ii)     The principal accountant's report on the financial statements
for  either  of  the  past  two  years  did  not contain an adverse opinion or
disclaimer  of  opinion,  nor were the reports modified as to the uncertainty,
audit  scope  or  accounting  principles.
     (iii)    The decision to change accountants was approved by the board
of  directors.
     (iv)A    There were no disagreements with the former accountant on
any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure  or  auditing  scope  or  procedure.
         B-E  Not  applicable

(a)(2)        Winter,  Scheifley  & Associates, P.C. has been engaged by the
Company  as  of  November  23,  1995.



Item  8.          Change  in  Fiscal  Year.

a.   Date  of  such  determination  -  May  8,  1995
b.   Date  of  new  fiscal  year  end  -  October  31,  1994
c.   Form on which the report covering the transition period will be
     filed.     -  Form  10-KSB







<PAGE> 12

                   REPORT  OF  INDEPENDENT  AUDITORS


Shareholders  and  Board  of  Directors
Globus  Cellular  and  User  Protection,  Ltd.


We  have  audited  the  accompanying  balance  sheet  of  Globus  Cellular
and  User  Protection,  Ltd.  as  of  October  31,  1996,  and  the  related
statements  of  operations,  stockholders'  equity,  and  cash  flows
for  the  years  ended  October  31,  1996  and  1995.    These  financial
statements  are  the  responsibility  of  the  Company's  management.
Our  responsibility  is  to  express  an  opinion  on  these  financial
statements  based  on  our  audit.

We  conducted  our  audit  in  accordance  with  generally  accepted
auditing  standards.  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  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  Cellular  and  User  Protection,  Ltd.  as  of  October  31,
1995,    and  the  results  of  its  operations,  and  its  cash  flows  for
the  years  ended  October  31,  1996  and  1995,  in  conformity  with
generally  accepted  accounting  principles.



                         Winter,  Scheifley  &  Associates,  P.C.
                         Certified  Public  Accountants

Denver, Colorado
January 10, 1997







<PAGE>  13
            Globus  Cellular  and  User  Protection  Ltd.
                         Balance  Sheet
                        October  31,  1996
<TABLE>
<CAPTION>
                             ASSETS

<S>                                                                    <C>
Current assets:
  Cash                                                               $40,009
  Accounts receivable, trade, less allowance for
   doubtful accounts of $1,939                                        45,733
  Accounts receivable, other                                          10,525
  Inventories                                                         76,316
  Prepaid expenses, related party                                      3,184
                                                                ------------
      Total current assets                                           175,767

Property and equipment, at cost, net of
  accumulated depreciation of $34,217                                130,076
Trademarks                                                             1,804
                                                                ------------
                                                                    $307,647
                                                                ============
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Mortgage payable, bank                                             $61,169
  Accounts payable                                                    43,441
                                                                ------------
      Total current liabilities                                      104,610

Commitments and contingencies (Note 5)

Stockholders' equity:
 Preferred stock, $.001 par value,
  20,000,000 shares authorized,                                            -
 Common stock, $.001 par value,
  100,000,000 shares authorized,
  3,829,949 shares issued
  and outstanding, respectively                                        3,803
 Additional paid-in capital                                        2,130,021
 Common stock subscribed                                             247,136
 Unpaid stock subscriptions                                         (293,000)
 Stockholders' (deficit)                                          (1,878,384)
 Foreign exchange adjustment                                          (6,539)
                                                                ------------
                                                                     203,037
                                                                ------------
                                                                    $307,647
                                                                ============
</TABLE>
        See  accompanying  notes  to  financial  statements.









<PAGE>  14
            Globus  Cellular  and  User  Protection  Ltd.
                    Statements  of  Operations
          For  the  Years  Ended  October  31,  1996  and  1995

<TABLE>
<CAPTION>

                                             Year  Ended          Year Ended
                                             October  31,         October 31,
                                                1996                 1995
<S>                                             <C>                    <C>

Revenue:
 Sales                                         $281,059          $40,980
 License of distribution rights                 128,485                -
 Other income                                    20,863            1,596
                                           ------------     ------------
                                                430,407           42,576

Costs and expenses:
 Cost of sales                                  233,202           22,045
 General and administrative                     898,939          690,600
 Research and development                        13,220           24,476
                                           ------------     ------------
                                              1,145,361          737,121
                                           ------------     ------------
Income (loss) from operations                  (714,954)        (694,545)

Other (expense):
 Interest expense                               (19,191)          (5,100)
                                           ------------     ------------
                                                (19,191)          (5,100)
                                           ------------     ------------
Income (loss) before income taxes              (734,145)        (699,645)

Provision for income taxes                            -                -
                                            ------------    ------------
  Net income (loss)                           $(734,145)       $(699,645)
                                            ============    ============

Earnings (loss) per share:
 Net income (loss)                               $(0.21)          $(0.21)
                                           ============     ============
 Weighted average shares outstanding          3,505,363        3,379,955
                                           ============     ============
</TABLE>

        See  accompanying  notes  to  financial  statements.










<PAGE>  15

      Globus  Cellular  and  User  Protection  Ltd.
    Statement  of  Changes  in  Stockholders'  Equity
    For  the  Years  Ended  October  31,  1996  and  1995
<TABLE>
<CAPTION>
                                                                   Additional 
                                                  Common  Stock    Paid  -in 
ACTIVITY                                       Shares      Amount   Capital 

<S>                                              <C>          <C>      <C>      
Balance, October 31, 1994                      3,201,272    $3,201  $649,133   

Cancellation of shares previously
 issued for services                            (492,426)     (492)      492   
Private sale of shares for cash at $1
 May 1995                                        242,911       243   242,668  
 June 1995                                       252,661       253   252,408   
 September 1995                                    4,428         4     4,424   
Sale of reacquired shares for cash
 in September 1995 at $1                           1,500         2     1,498  
Exercise of $1.50 warrants
  in October 1995                                 22,328        22    33,470   
Forgiveness of shareholder debt for
 options to purchase common stock                      -         -   272,679   
Net (loss) for the year ended
Foreign exchange loss                                  -         -         -   
 October 31, 1995                                      -         -         -  
                                            ------------  --------   -------   
 Balance, October 31, 1995                     3,232,674     3,233 1,456,772   

 Exercise of warrants and options
  for cash                                       117,900       118   102,733   
 Stock issued for services                       419,280       419   558,011   
 Stock (restricted)issued for
    services                                      33,435        33    12,505   
 Options exercised by officers                              
 Shares issued for future services                           
Foreign exchange gain                                  -         -         -   
Net (loss) for the year ended
 October 31, 1996                                      -         -         -   
                                            ------------ --------- --------- 
 Balance, October 31, 1996                     3,803,289    $3,803 2,130,021 
                                            ============ ========= ========= 
</TABLE>

         Globus  Cellular  and  User  Protection  Ltd. 
    Statement  of  Changes  in  Stockholders'  Equity (CONTINUED)
    For  the  Years  Ended  October  31,  1996  and  1995
<TABLE>
<CAPTION>
                                                                Foreign
                                               Stock      Accumulated    Exchange
ACTIVITY                                     Subscriptions  Deficit     Adjustment

<S>                                              <C>           <C>          <C>      
Balance, October 31, 1994                       $   -      $ (444,594)    $(736)

Cancellation of shares previously
 issued for services                                -               -         -
Private sale of shares for cash at $1
 May 1995                                           -               -         -
 June 1995                                          -               -         -
 September 1995                                     -               -         -
Sale of reacquired shares for cash
 in September 1995 at $1                            -               -         -
Exercise of $1.50 warrants
  in October 1995                                   -               -         -
Forgiveness of shareholder debt for
 options to purchase common stock                   -               -         -
Net (loss) for the year ended
Foreign exchange loss                               -               -    (6,723)
 October 31, 1995                                   -        (699,645)        -
                                                -----      ----------  ---------
 Balance, October 31, 1995                          -      (1,144,239)   (7,459)

 Exercise of warrants and options
  for cash                                          -               -         -
 Stock issued for services                          -               -         -
 Stock (restricted)issued for
    services                                        -               -         -
 Options exercised by officers               (293,000)
 Shares issued for future services            247,136
Foreign exchange gain                               -               -       920
Net (loss) for the year ended
 October 31, 1996                                   -        (734,145)        -
                                              -------      ----------  --------
 Balance, October 31, 1996                   $(45,864)    $(1,878,384   $(6,539)
                                             ========     ===========   =======
</TABLE>
                  See  accompanying  notes  to  financial  statements

<PAGE>  16

         Globus  Cellular  and  User  Protection  Ltd.
                  Statements  of  Cash  Flows
        For  the  Years  Ended  October  31,  1996  and  1995
<TABLE>
<CAPTION>
                                                  Year Ended         Year Ended
                                                  October  31,       October 31,
                                                     1996               1995
<S>                                                 <C>               <C>

Net income (loss)                                 $(734,145)        $(699,645)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                      14,515            12,421
   Stock and options issued for services            422,324           272,679
   Foreign exchange translation adjustment              920            (6,723)
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable      (46,343)           (6,008)
    (Increase) decrease in inventory                122,366           (31,570)
    (Increase) decrease in prepaid expenses            (499)           23,815
    Increase (Decrease) in accounts payable          18,064            (9,495)
                                                -----------       -----------
Total adjustments                                   531,347           255,119
                                                -----------       -----------
  Net cash provided by (used in)
   operating activities                            (202,798)         (444,526)
                                                 ----------       -----------

Cash flows from investing activities:
   Acquisition of plant and equipment               (15,089)         (17,528)
   Trademark costs                                   (1,804)               -
                                                -----------      -----------
Net cash provided by (used in)
 investing activities                               (16,893)         (17,528)
                                                -----------      -----------

Cash flows from financing activities:
   Common stock sold for cash                       102,851          534,992
   Increase in officer loans                              -           48,513
                                                -----------      -----------
  Net cash provided by (used in)
   financing activities                             102,851          583,505
                                                -----------      -----------
Increase (decrease) in cash                        (116,840)         121,451
Cash and cash equivalents,
 beginning of period                                156,849           35,398
                                                -----------      -----------
Cash and cash equivalents,
 end of period                                      $40,009         $156,849
                                                ===========      ===========

Supplemental cash flow information:
   Cash paid for interest                           $19,191          $ 5,100
   Cash paid for income taxes                       $     -          $     -
</TABLE>

      See  accompanying  notes  to  financial  statements.










<PAGE>  17

Globus  Cellular  and  User  Protection,  Ltd.
Notes  to    Financial  Statements

Note  1.  Business  and  Significant  Accounting  Policies

Business

The  Company  manufactures  and  distributes  a  cellular  telephone
radiation  shielding  product  which  universally  fits  most  cellular
phones  and  distributes  other  radiation  shielding  products,  X-ray
film  and  film  development  products  manufactured  by  others  to
customers  in  the  medical  and  veterinary  fields.    The  Company  is
also  developing  advanced  antenna  designs  that  incorporate  the
Company's  proprietary  shielding  technology.

The  Company  has  reclassified  the  presentation  of  certain  prior-
year  information  to  conform  to  the  current  year's  presentation.

The  Company  was  previously  reported  upon  as  a  development  stage
company.

History  and  Business  Combination

The  Company  was  incorporated  in  the  State  of  Nevada  on  June  10,
1987  under  the  name  of  Daytona-Pacific  Corporation.  Thereafter,
on  July  31,  1989,  the  Company  filed  an  Amendment  to  the  Articles
of  Incorporation  changing  its  name  to  Leridges  International,
Inc..

On  October  17,  1994  as  part  of  the  Company's  plan  of
reorganization  and  emergence  from  bankruptcy  the  Company
purchased  the  shares  of  Globus  Cellular  &  User  Protection  Ltd.,  a
British  Columbia,  Canada  corporation  with  2,880,000  units  of  its
securities.    Globus  Cellular  &  User    Protection  Ltd.  was
incorporated  on  July  28,  1993.    The  business  combination  was
accounted  as  a  recapitalization  of  Globus  whereby  it  adopted  the
capital  structure  of  Leridges.    The  financial  statements
presented  reflect  the  activity  of  the  British  Columbia  Company.
The  Nevada  Company  had  no  operations  or  transactions  during  these
periods.

Cash  and  Cash  Equivalents
Cash  and  cash  equivalents  include  cash  on  hand,  in  banks  and  all
highly  liquid  investments  with  a  maturity  of  three  months  or  less
when  purchased.    Cash  equivalents  are  stated  at  cost  which
approximates  market.


Inventories
Inventories  are  valued  at  the  lower  of  cost  or  market.    Cost  is
determined  using  the  first  in,  first-out  (FIFO)  method.

Prepaid  Expenses
Prepaid  expenses  consist  primarily  of  prepayments  relating  to
advertising  and  marketing.

Property  and  Equipment
Property  and  equipment  are  carried  at  cost,  net  of  accumulated
depreciation  and  amortization.    Expenditures  for  significant
renewals  and  improvements  are  capitalized.    Repairs  and
maintenance  are  charged  to  expense  as  incurred.    Depreciation  has
been  provided  using  both  straight-line  and  accelerated  methods
over  the  useful  lives  of  the  assets,  ranging  from  three  to  ten
years.

Foreign  Currency  Translation
The  financial  statements  are  presented  in  United  States  dollars.
The  Company  has  significant  Canadian  operations,  however  United
States  dollars  are    considered  its  functional  currency.

Monetary  assets  and  liabilities  are  translated  into  United  States
dollars  at  the  balance  sheet  date  rate  of  exchange  and  non-
monetary  assets  and  liabilities  at  historical  rates.    Revenues
and  expenses  are  translated  at  appropriate  transaction  date
rates.    Net  gains  or  losses  arising  on  translation  are  reflected
a  separate  component  of  stockholders  equity

Loss  Per  Share
Loss  per  share  for  periods  presented  has  been  computed  using  the
weighted  average  number  of  shares  of  common  stock  outstanding
during  the  periods  presented.  Common  stock  equivalents  are
excluded  from  the  computation  as  their  effect  would  be  anti-
dilutive.

Revenue  Recognition
Sales  are  recognized  at  the  time  goods  are  shipped.    Revenue  from
the  sale  of  license  distribution  rights  is  recorded  when  the
licensee  commences  product  operations.


<PAGE>  18
Advertising  Expenses
Advertising  expenses  are  charged  to  expense  upon  first  showing.
Amounts  charged  to  expense  were  $83,914  and  $32,094  for  the
periods  ended  October  31,  1996  and  1995,  respectively.

Income  Taxes
Effective  July  1,  1993,  the  Company  adopted  the  provisions  of
Financial  Accounting  Standards  Board  Statement  No. 109  (Statement
No. 109),    Accounting  for  Income  Taxes.    Statement  No. 109  requires
that  deferred  taxes  reflect  the  tax  consequences  on  future  years
of  differences  between  the  tax  bases  of  assets  and  liabilities
and  their  financial  reporting  amounts.    At  the  date  of  adoption
of  Statement    No.  109,  there  was  no  material  effect  on  the
Company's  financial    statements.      Prior  to  July  1,  1993,  the
Company  accounted  for  income  taxes  using  the  deferred  method.    As
of  October  31,  1996  the  Company  has  accumulated  net  operating
losses  available  to  offset  future  taxable  income  of  approximately
$1,874,000,  expiring  $70,000  in  2008,  $370,000  in  2009,  $700,000
in  2010  and  $734,000  in  2011.    Deferred  tax  assets,  approximately
$635,000,  which  may  arise  from  the  utilization  of  the  operating
losses  have  been  fully  reserved  as  such  utilization  is  not
assured.    The  deferred  tax  asset  and  related  reserve  applicable
to  the  1996  operating  loss  was  approximately  $250,000.

Estimates
Management  of  the  Company  uses  estimates  and  assumptions  in
preparing  financial  statements  in  accordance  with  generally
accepted  accounting  principles.    Those  estimates  and  assumptions
affect  the  reported  amounts  of  assets  and  liabilities,  the
disclosure  of  contingent  assets  and  liabilities,  and  the  reported
revenues  and  expenses.    Actual  results  could  vary  from  the
estimates  that  management  uses.

Concentration  of  Credit  Risk
Financial  instruments  that  potentially  subject  the  Company  to  a
concentration  of  credit  risk  consist  principally  of  cash  and
accounts  receivable,  trade.    During  the  year  the  Company  did  not
maintain  cash  deposits  at  financial  institutions  in  excess  of  the
$100,000  limit  covered  by  the  Federal  Deposit  Insurance
Corporation.            Additionally,  the  Company  maintains  note  payable
with  one  financial  institution.    The  maintenance  of  a
satisfactory  relationship  with  this  institution  of  significant
import  to  the  Company.    The  Company  currently  purchases  its  X-ray
film  developing  chemicals  from  one  supplier,  however  the  Company
believes  that  the  chemicals  are  readily  available  elsewhere.

Note  2.    Inventories

At  October  31,  1996  Inventories  consists  of:
CUP  raw  materials                              $  12,700
X-ray  and  radiation  shielding  products          63,616
                                                  --------
                                                 $  76,316
Note  3.    Property  and  Equipment

At  October  31,  1996  Property  and  equipment  consists  of:
<TABLE>
<S>                                               <C>
    Building                                      $ 96,844
    Machinery  and  office  equipment               32,295
    Moldings                                        27,190
    Computer  software                               2,087
    Leasehold  improvements                          5,877
                                                  --------
                                                   164,293
Less  accumulated  depreciation                     34,217
                                                  --------
                                                  $130,076
</TABLE>

Depreciation  charged  to  expense  was  $14,515  and  $12,421  for  the
periods  ended  October  31,  1996  and  1995,  respectively.

Note  4.      Commitments  and  Contingencies

The  Company  has  an  agreement  with  Dr.  Paul  F.  Bickert  (its
founder,  product  inventor,  President  and  General  Manager,
Director  and  major  stockholder)  to  pay  Dr.  Bickert  lease  of
technology  payments  of  $10,000  (US)  monthly.    This  agreement
expires  in  2002,  with  an  option  to  renew.    Total  payments
required  under  this  lease  are  as  follows:
<TABLE>
     <S>                                        <C>
    1997                                      120,000
    1998                                      120,000
    1999                                      120,000
    2000                                      120,000
    2001                                      120,000
                                             --------
                                             $600,000
</TABLE>
<PAGE>  19

The  Company  entered  into  an  employment  contracts  with  two  of  its
officers.    The  agreements  cover  the  year  ended  October  31,  1996
and  provide  for  payments  aggregating    of  $10,000    per  month.    The
agreements  are  expected  to  continue  in  force  until  terminated  by
either  party.

In  1996,  the  Company  has  entered  into  an  operating  lease  for
additional  office  and  warehouse  space  adjacent  to  its  existing
facility.    This  lease  is  paid  on  a  month-to-month  basis.    The
leased  space  is  owned  by  an  officer  of  the  Company  and  monthly
rental  payments  are  considered  to  be  at  competitive  market  rates.
Rent  expense  amounted  to  $4,418  and  $514  for  the  periods  ended
October  31,  1996  and  1995.


Notes  5.    Related  Party  Transactions

The  President  and  General  Manager  of  the  Company,  Dr.  Paul
Bickert  is  the  inventor  of  the  Company's  major  product  and  is  the
founder  of  the  Company.    Dr.  Bickert  and  his  wife  jointly  are  the
Company's  largest  stockholder.

The  Company  has  an  exclusive  eight  year  lease  on  the  cellular
phone  user  protection  technology  from  Dr.  Bickert.    The  Company
possesses  the  exclusive  right  to  sublease  or  sell  this  technology
to  others.  See  Note  5.    During  the  periods  ended  October  31,  1996
and  1995,  the  Company  paid  $18,800  and  $19,088  respectively  to
patent  attorneys  for  services  in  connection  with  patent
applications  filed  in  behalf  of  Dr.  Bickert  for  the  above
mentioned  technology.    The  sum  of  these  amounts  have  been  applied
to  reduce  unpaid  technology  lease  obligations  due  Dr.  Bickert.

The  vice  president  and  production  manager,  Mr.  Bernie  Penner  and
his  wife  jointly  are  the  Company's  second  largest  stockholder.

During  1996  and  1995  the  Company  paid  $1,694  and  $3,024
respectively,  to  a  company  controlled  by  Mr.  Penner  for
improvements  to  the  Company's  plant.    The  Company  believes  that
such  amounts  are  not  in  excess  of  their  fair  market  value.
Additionally,  rent  in  the  amount  of  $3,110  was  paid  to  Mr.  Penner
in  1996  for  office  and  warehouse  space  in  connection  with  the
lease  described  in  Note  4.

Dr.  Bickert  and  Mr.  Penner  had  loans  to  the  Company  for  cash
advances  and  unpaid  salary  and  technology  lease  payments  totaling
$244,636  and  $102,780  at  October  31,  1996  and  1995  respectively.
These  are  demand  notes  and  interest  is  being  accrued  at  8.75%  per
year.    Subsequent  to  October  31,  1996  these  individuals  agreed  to
waive  payment  of  the  total  amounts  due  in  exchange  for  the
exercise  of  common  stock  options  previously  granted  to  them  at  an
exercise  price  of  $.225  per  share.


Note  6.    Company  Facilities  and  Related  Mortgage

On  November  17,  1993  the  Company  purchased  its  warehousing  and
office  facilities  in  Kelowna,  British  Columbia.    The  facilities
consist  of  a  wood  framed  warehouse  unit  with  front  office  space
and  rear  warehouse  space  for  manufacturing,  packaging  and
distribution.

The  purchase  price  of  this  facility  was  $118,000  (Canadian),
($92,286  US)  it  is  subject  to  a  mortgage  with  a  balance  of
$82,600  (Canadian)  ($61,169  US)  at  October  31,  1996.    This
mortgage,  held  by  a  financial  institution,  is  an  interest  only
open  mortgage  with  a  variable  rate  of  Canadian  prime  plus  one
percent.  This  mortgage  has  no  fixed  maturity  date,  but  is  payable
on  demand.  The  Company's  two  principal  officers  have  personally
guaranteed  this  mortgage.

  Note  7.      Stockholders  Equity

During  the  periods  covered  by  these  financial  statements  the
Company  issued  shares  of  common  stock  without  registration  under
the  Securities  Act  of  1933.  Although  the  Company  believes  that
the  sales  did  not  involve  a  public  offering  of  its  securities  and
that  the  Company  did  comply  with  the  safe  harbor  exemptions
from  registration  under  section  4(2),  it  could  be  liable  for
rescission  of  the  sales  if  such  exemptions  were  found  not  to
apply.

During  May  1995  the  Company  began  offering  shares  of  its  common
stock  at  $1.00  per  share  pursuant  to  a  private  placement.
Pursuant  to  this  private  placement  the  Company  issued  500,000
shares  of  common  stock  for  cash  aggregating  $500,000.    The
private  placement  was  a  unit  offering  consisting  of  one  share  of
restricted  common  stock,  one  A  warrant  and  one  B  warrant  to



<PAGE>  20

purchase  additional  shares  at  the  rate  of  one  share  for  each
warrant  exercised.    The  A  warrants  are  exercisable  at  $1.50  per
share  for  a  period  of  one  year  and  the  B  warrants  are  exercisable
at  $2.00  per  share  for  a  period  of  two  years.

During  October  1995,  the  Company  issued  22,328  shares  for  the
exercise  of  warrants  and  realized  cash  proceeds  of  $33,492.

During  September  1995  the  Company  sold  1,500  shares  of  common
stock  that  had  been  reacquired  for  $1,500  in  cash.


During  November  1995,  certain  officers  agreed  to  contribute
$272,679  in  unpaid  salaries  and  technology  lease  payments  to  the
capital  of  the  Company  in  exchange  for  options  to  purchase
1,652,600  shares  of  restricted  common  stock.    The  options  are
transferable,  are  exercisable  at  $.225  per  share  and  expire  on
October  31,  2000.    The  fair  market  value  of  the  restricted  common
stock  at  the  date  of  the  grant  was  $.265  per  share

During  the  year  ended  October  31,  1996,  the  Company  issued
419,280  shares  of  its  common  stock,  registered  under  Form  S-8,  to
entities  providing  consulting  services  to  the  Company.    The  stock
was  valued  at  the  market  value  on  the  date  such  shares  were
authorized  to  be  issued  by  the  Board  of  Directors.    A  portion  of
these  shares  were  issued  pursuant  to  a  service  contract  which
provides  for  services  to  be  rendered  to  the  Company  in  the
future.    The  value  ascribed  to  these  services  ($293,000)  has  been
recorded  as  an  unpaid  subscription  of  common  stock.

Also,  the  Company  issued  33,435  shares  of  restricted  common  stock
for  services  rendered  to  the  Company.    These  shares  were  valued
at  50%  of  the  market  price  on  the  date  such  shares  were
authorized  to  be  issued  by  the  Board  of  Directors.

Additionally,  the  Company  issued  117,900  shares  of  restricted
common  stock  for  the  exercise  of  warrants  and  options  related
thereto  for  cash  aggregating  $102,851.

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


Note  8.  Major  Customer

The  Company  made  sales  in  excess  of  10%  of  its  gross  revenues  for
the  year  ended  October  31,  1996  to  one  customer  located  in  Saudi
Arabia.    The  sale  consisted  of  substantially  all  of  the  Company's
inventory  of  CUP  product  and  accounted  for  39%  of  the  Company's
total  revenue.    Sales  to  this  customer  are  not  expected  to
continue,  however,  the  Company  expects  that  sales  by  distributors
established  in  1996  will  offset  the  loss  of  this  customer.










<PAGE>  21
                                  SIGNATURES

Pursuant  to  the  requirements  of  Section  13  or  15(d)  of the Securities
Exchange  Act  of 1934, as amended, the Company has duly caused this Report to
be  signed  on  its  behalf  by  the  undersigned  duly  authorized  person.

Date:    FEBRUARY 6, 1997        Globus Cellular and User Protection, Ltd.

                                 /s/ Dr. Paul Bickert
                                 ------------------------------------
                                 By:      Dr.  Paul  Bickert,  President

Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934, as
amended,  this report has been signed below by the following persons on behalf
of  the  Company  and  in  the  capacities  and  on  the  dates  indicated.


/s/ Dr. Paul Bickert                                                 2/6/97
------------------------------                                        Date:
Dr.  Paul  Bickert
President  and  Director
(Principal  Executive,  Financial  and  Accounting)



/s/ Bernard D. Penner                                                2/6/97
------------------------------                                        Date:
Bernard  D.  Penner
Secretary/Treasurer  and  Director



/s/ Ronald L. Armstrong                                              2/6/97 
------------------------------                                        Date:
Ronald  L.  Armstrong
Director