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:  10/31/97
                                      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 $123,073.
As of October 31, 1997, the market value of the Company's voting $.00l par
value common stock held by non-affiliates of the Company was $6,627,702. 

The number of shares  outstanding of Company's only class of common stock, as 
of October 31,1997 was 6,960,813 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

The Company  is  currently 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. In the last year, 2002, Dr. Bickert shall receive 
$40,000. 

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

During May 1997, the Company entered into a royalty agreement whereby Dr. 
Bickert is to receive a 4% royalty fee on gross receipts from the sale of 
products incorporating newly developed technology for a high performance 
antenna for a portable communication device. 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.

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 this facility was $118,000 (Canadian), ($92,286 US). During 1997, the 
Company sold its interest the building used for its office and warehouse 
activities to its president.  The Company recorded a gain from the transaction 
of $5,604.  Corresponding reductions of mortgage indebtedness of $60,960 and 
amounts due its president of $33,205 were recorded in connection with the 
transaction.  The Company leases the facility from its president at $1,217 per 
month.

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 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.  During 1997, in connection with the sale of its office/warehouse 
facility, the Company entered into a lease agreement with its president for 
use of the facility.   The lease provides for monthly payments of $1,217 

<PAGE>4

through February, 1999.   The payments are considered to be at a fair market 
rate.   Rent expense amounted to $14,100 and $4,418 for the periods ended 
October 31,  1997  and  1996.   This lease was terminated in 1997.

ITEM  3.    LEGAL  PROCEEDINGS.

A successor company to Idex, 2834332 Canada Inc., has filed an 
action in the Supreme Court of the State of New York claiming 
that the Company has fraudulently misrepresented that it was the 
worldwide licensee or holder of worldwide rights to distribute 
its X-ray developing technology belonging to Idex.  The claim 
seeks the return of $200,000 of distribution rights income plus 
interest and unspecified punitive damages.  The Company believes 
that it has meritorious defense to the action and that the New 
York court lacks jurisdiction to hear the matter.  The Company is 
unable to predict the outcome of the case nor estimate the range 
of possible loss.

The Company knows of no other 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 third quarter of the fiscal year ended October 31, 1997, the 
following matters  were submitted to a vote of the Company's security holders, 
through the solicitation of proxies.

1.   Proposal to change name of the Company to Globus Cellular Ltd.
2.   Proposal to Amend 1996 Non-Statutory Stock Option Plan 
3.   Election of Directors
4.   Approval of Winter, Scheifley & Associates, P.C. as Independent 
     Certified Accountants for fiscal year ending October 31, 1997.	





<PAGE>5
                                   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>
            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
              1/31/97                             .88                       .81
              4/30/97                             .56                       .50
              7/30/97                             .719                     .625
             10/31/97                            1.406                    1.313
</TABLE>

The approximate number of holders of record of the Company's $.001 par value 
common stock, as of October 31, 1997, was 229.   Currently, as of February 20, 
1998, 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 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) had been recorded as an unpaid subscription of 
common stock.  The unpaid subscription was amortized to expense during 1997 
($219,724) and has a remaining unamortized balance of $73,276 at October 31, 
1997.

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 during 1996, the Company issued 117,900 shares of restricted 
common stock for the exercise of warrants and options related thereto for cash 
aggregating $102,851.

During the year ended October 31, 1997, the Company issued 1,823 shares of its 
common stock pursuant to the exercise of warrants for cash aggregating $1,823.  
Also, options to purchase 384,140 shares of the Company's common stock 
previously issued to an officer were exercised for cash consideration to the 
Company aggregating $62,864.

In addition, the Company issued 198,298 shares of its common stock as 
compensation to consultants and employees, pursuant to a registration 
statement on Form S-8, filed in January 1996.  The shares were valued at the 
market price of the common stock on the date the issuance of shares was 
authorized.  The aggregate value of the shares issued in these transactions 
was $160,426.  Additionally, the Company issued restricted common stock as 
compensation to consultants and others for services performed for the Company 
aggregating 274,095 shares valued at $104,542, based on the market value of 
the stock on the grant date discounted by 50% due to their restricted nature.

<PAGE>6

During the year ended October 31, 1997, two of the Company's officers agreed 
to forego cash payments for salary and technology lease payments accrued 
during the quarter in exchange for common stock of the Company.  The 
restricted shares to be issued to the officers in lieu of cash payments of 
$101,250 were valued at $.22 per share, an amount equal to one-half of the bid 
price for the Company's common stock on the date the transaction was approved 
by the Company's board of directors.  Additionally one of the officers 
received 110,720 shares of restricted common stock for services rendered 
during the second quarter of the current fiscal year and for payment of other 
amounts due him.  The aggregate value of the stock issued was $23,930.

During August 1997, the Company commenced a private offering of its common 
stock, restricted for a period of eighteen months, to a limited group of 
Canadian investors.  The Company received net proceeds of $438,211 for the 
sale of 830,000 shares of common stock.  The shares were sold in a unit 
offering which provides for a total of 2,500,000 units to be sold at a price 
of $.56 per unit.  Each unit consists of one share of common and a warrant to 
purchase an additional share of stock.  The warrants are exercisable at $.875 
each and expire if not exercised within a two year period of their issue date.  

At October 31, 1997 the Company had received subscription agreements for the 
sale of $85,898 of the common stock the payment for which was received 
subsequent to that date.  This amount is included in accounts receivable other 
at October 31, 1997 and the corresponding shares  are included in 
stockholders' equity.  Subsequent to October 31, 1997, the Company sold an 
additional 77,500 shares of common stock for net proceeds of $58,000.

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.

As of October 31, 1997, the Company had outstanding options to purchase and 
aggregate of 1,189,570 shares of its common stock by officers and directors at 
an exercise price of $.165.  The options were granted during the years ended 
October 31, 1995 and 1996.  Additionally, the Company had outstanding warrants 
to purchase common stock at an exercise price of $.875 per share issued in 
connection with the above described private placement.

During the year ended October 31, 1997 the Company established a non-statutory 
stock option plan to benefit employees, officers, directors, consultants and 
others providing services to the Company.  The Company has reserved 500,000 
shares of common stock for issuance in connection with option grants made 
pursuant to the plan.  The purchase price for shares granted under the plan 
shall not be less than 85% of the fair market value of the stock on the grant 
date.  No shares have been granted under the plan as of the date of these 
financial statements.

The weighted average fair value at the date of grant for warrants granted 
during 1997 was $ .03 per option.  The fair value of the options at the date 
of grant was estimated using the Black-Scholes model with assumptions as 
follows:

Month of grant             October
  Market value              $ .66
  Expected life in years        2
  Interest rate             5.96%
  Volatility                 .193
  Dividend yield            0.00%

Stock based compensation costs would have reduced pretax income by $26,900 in 
1997 ($.01 per share) if the fair value of the warrants granted during 1997 
had been recognized as compensation expense.

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 $3,595 for the year ended
October  31,  1997.     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 $15,089 for the year ended
October 31,  1996.     The Company received the proceeds of $45,400 from the 
sale of fixed assets.   The Company expended $22,944 on trademark costs.   
This resulted in net cash used in investing activities of $18,861.   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.



<PAGE>7

The Company received $501,898 from the sale of its common stock for the year 
ended October 31, 1997.   The Company experienced an increase of officer loans 
of $68,000 and a repayment of officer loans of $18,180 for the year ended 
October 31, 1997.  As a result, the Company had net cash provided by financing 
activities of $552,718 for the year ended October 31, 1997.  

The Company received $102,851 from the sale of its common stock for the year 
ended October 31, 1997.    As a result, the Company had net cash provided by 
financing activities of $102,851 for the year ended October 31, 1997.  

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 Jerome Cwiertnia.   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. Cwiertnia is a retired past president and CEO of National Education 
Centers, Inc., a new york stock exchange trading company.

Results  of  Operations.

The Company experienced a net loss from operating  activities of $884,335 for 
the year ended October 31, 1997.   Total sales decreased from $281,059 for 
the year ended October 31, 1996 to $90,630 for  the  year  ended  October 31, 
1997 due to the one time sale of C.U.P. product in 1996 and distributorship 
sales in 1996 that did not occur in 1997.  However, cost  of  sales  decreased  
from  $233,202 to $67,571 for those same periods respectively.   Selling, 
general and administrative expenses decreased slightly to $856,545 for the 
year ended October 31, 1997 compared to $898,939 for the same period in 1996 
due to accounting fees of $22,610, advertising of $9,125, consulting of 
$403,177, legal of $26,031, management contract payments of $92,858, 
technology  lease  expense of $120,000, travel of $25,386 and miscellaneous 
office expenses of $157,341.    Research and development expenses increased 
from $13,220 for the year ended October 31, 1996 to $78,789 for the same 
period in 1997 due to the stage of development of the antenna product.

The Company issued stock options for officer services of $366,217 for the year
ended October 31, 1997.    Depreciation for the year ended October 31, 1997
was $9,496.  The Company had a gain on the sale of fixed assets of $11,255.  
Additionally, the Company converted salary and license costs to officer loans 
of $107,805 for the year ended October 31, 1997.    For the year ended October 
31, 1997, the Company experienced an increase in accounts receivable of 
$42,089, a decrease in inventory of $14,342  due to decreased sales, and 
decrease in prepaid expenses of $712 and a decrease in accounts payable of 
$10,284, all due to decreased operations.   Foreign exchange translation 
adjustment was $8,788) for the year ended October 31,  1997.   These items 
resulting in net cash used in operating activities of $264,455 for the year 
ended October 31, 1997.

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.




<PAGE>8

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

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









<PAGE>9
                                  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                      52           President, Director and
3200  Watt  Road                                         Chairman of the Board
Kelowna,  B.C.,  V1Y4R5

Jerome W. Cwiertnia,                        56                  Director         
17 Montecito Drive
Corona del Mar, CA 92625

Ronald  L.  Armstrong                       66                  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.

Jerome W. Cwiertnia - Mr. Cwiertnia was Executive V. P., Chief Financial 
Officer and Director from 1979 to 1989, President, Chief Operating Officer 
and Director in 1990 and Chief Executive Officer, President and Director from 
1991 to 1995 for National Education Corporation.   Mr. Cwiertnia retired in 
May 1995.  Mr. Cwiertnia graduated in 1963 from Northern Illinois 
University and is a Certified Public Accountant.

     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 April 1, 1997, the Board of Directors approved the issuance of 842,825 
restricted shares of the Company to Dr. Paul F. Bickert as compensation for 
salary, Lease of Technology payments and interest owing for 1995 and 1996 and 
255,555.56 restricted shares of the Company be issued to Bernie D. Penner for 
compensation for salary owing during 1995 and 1996.

On April 2, 1997, the Board of Directors approved the issuance of 333,333 
restricted shares of the Company ($.225 per share) to Dr. Paul F. Bickert as 
compensation for the period November 1, 1996 to January 31, 1997 and February 
1, 1997 to April 30, 1997.

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.   Members of the Board of 


<PAGE>10

Directors are to receive an honorarium of $7,500 US per year, payable in 
stock of the Company at 85% of 1/2 of market bid.   To date, no remuneration 
of any kind has been paid and the first such remuneration is not scheduled 
until April 1998.

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
                              Title of               Beneficial       % of
Name and Address               Class                 Ownership        Class
       <S>                       <C>                   <C>             <C> 

Dr. Paul F. Bickert            Common          1,012,457 Direct        24.29%
3200 Watt Road                                 401,676 Indirect <F1>
Kelowna, B.C., Canada 
V1W 3C8

Jerome W. Cwiertnia            Common                 19,882             .34%
17 Montecito Drive
Corona del Mar, CA 92625

Dr. Ronald L. Armstrong        Common            11,183 Direct           .38%
1005 - 16th Ave., N.W.                           11,183 Indirect <F2> 
Calgary, Alberta, Canada 
T2M 3X8

CEDE & Co.                     Common                1,561,740          26.8%
P.O. Box 222
Bowling Green Station
New York, NY 

Philadep & Co                  Common                 452,255            7.8%
1900 Market Street
Philadelphia, PA 		

Bernard D. Penner              Common           220,149 Direct          7.81%
157-7841 Hwy. #97 N.                            234,605 Indirect <F3> 
Winfield, B.C., Canada

All officers and
directors as a Group           Common          1,043,522 Direct        25.01%   
                                                 412,859 Indirect

<FN>
<F1> 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.

<F2> 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.

<F3> 450,656 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.  488725 B.C. Ltd. is controlled by Mr. Penner and holds 114,889 
shares.
</FN>

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.



<PAGE>11

As of December 31, 1997, there were 1,354,117 options to purchase Common 
Shares of the Company.   The options are held by current and past officers and 
directors as follows:

</TABLE>
<TABLE>
<CAPTION>
Name                                  # of Options       %
<S>                                     <C>             <C>
Dr. Paul F. Bickert                    751,087         55.46%
(President & CEO

Dr. Ronald Armstrong
(Vice President & Director)             12,121           .90%

Jerome W. Cwiertina
(Director)                                   0          0.00%

Bernie Penner
(Past VP & Director                    590,909          43.64


ITEM  12.    CERTAIN  RELATIONSHIPS  AND RELATED 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, the Company paid $18,800 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.  Effective November 1, 1996, the 
Company assumed the responsibility of maintaining the patents and 
bears the cost of filing them in other jurisdictions.  The 
amounts capitalized in connection with extending the patents to 
additional jurisdictions during the year ended October 31, 1997 
was $42,236 and amortization thereof for the period, based on the 
remaining term of the license agreement with Dr. Bickert, 
amounted to $10,559.

The vice president and production manager (May 1997), Mr. Bernie 
Penner and his wife jointly are the Company's second largest 
stockholder.

During 1997 and 1996 the Company paid $5,335 and $1,694 
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 amounts of $7,150 and $3,110 was paid 
to Mr. Penner in 1997 and 1996, respectively for office and 
warehouse space in connection with the lease described in Note 4.

Dr. Bickert (and Mr. Penner in 1996) had loans to the Company for 
cash advances and unpaid salary and technology lease payments 
totaling $157,625 and $244,636 at October 31, 1997 and 1996 
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 for 
1996 in exchange for the exercise of common stock options 
previously granted to them at an exercise price of $.225 per 
share.

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). During 1997, the Company sold its interest the 
building used for its office and warehouse activities to its 
president.  The Company recorded a gain from the transaction of 
$5,604.  Corresponding reductions of mortgage indebtedness of 
$60,960 and amounts due its president of $33,205 were recorded in 
connection with the transaction.  The Company leases the facility 
from its president at $1,217 per month.




<PAGE>12

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

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
          None







<PAGE> 13

REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Globus Cellular Ltd.


We have audited the accompanying balance sheet of Globus Cellular 
Ltd. as of October 31, 1997, and the related statements of 
operations, stockholders' equity, and cash flows for the years 
ended October 31, 1997 and 1996.  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  Ltd. as of October 31, 1997,  and the results 
of its operations, and its cash flows for the years ended October 
31, 1997 and 1996, in conformity with generally accepted 
accounting principles.



                         James E. Scheifley & Associates, P.C.
                         Certified Public Accountants

Denver, Colorado
December 15, 1997





<PAGE>14

Globus Cellular Ltd.
Balance Sheet
October 31, 1997


</TABLE>
<TABLE>
<CAPTION>
                      ASSETS
<S>                                                              <C>
Current assets:
  Cash                                              $         349,133
  Accounts receivable, trade                                    2,273
  Accounts receivable, other                                   96,074
  Inventories                                                  61,974
  Prepaid expenses                                              2,472
  Prepaid expenses - related party                               -
                                                          -----------
      Total current assets                                    511,926

Property and equipment, at cost, less
  accumulated depreciation of $34,893                          28,860

Other assets                                                   24,748
                                                          -----------
                                                    $         565,535
                                                          ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                  $          33,157
  Loans from stockholders                                     157,625
                                                          -----------
      Total current liabilities                               190,782


Stockholders' equity:
 Preferred stock, $.001 par value,
  20,000,000 shares authorized,                                  -
 Common stock, $.001 par value,
  100,000,000 shares authorized,
  6,960,813 shares issued and
  outstanding                                                   6,960
 Additional paid-in capital                                 3,243,115
 Stock subscriptions                                          (97,276)
 Foreign exchange adjustment                                  (15,327)
 (Deficit)                                                 (2,762,719)
                                                          -----------
                                                              374,754
                                                          -----------
                                                    $         565,535
                                                          ===========
</TABLE>


See accompanying notes to financial statements.



<PAGE>15

Globus Cellular Ltd.
Statements of Operations
Years Ended October 31, 1997 and 1996

<TABLE>
<CAPTION>
<S>                                                         <C>                <C>
                                                           1997                1996
Revenue:                                                 --------            --------

 Sales                                              $          90,630   $         281,059
 License of distribution rights                                                   128,485
 Other income                                                  32,443              20,863
                                                          -----------         -----------
                                                              123,073             430,407

Other costs and expenses:
 Cost of sales                                                 67,571             233,202
 General and administrative                                   856,545             898,939
 Research and development                                      78,789              13,220
                                                          -----------         -----------
                                                            1,002,904           1,145,361
                                                          -----------         -----------
Income (loss) from operations                                (879,832)           (714,954)

Other income and (expense):
 Interest expense                                             (4,503)             (19,191)
                                                          -----------         -----------
                                                              (4,503)             (19,191)
                                                          -----------         -----------
Income (loss) before income taxes                           (884,335)            (734,145)
Provision for income taxes
                                                          -----------         -----------
  Net income (loss)                                 $       (884,335)  $         (734,145)
                                                          ===========         ===========

Earnings (loss) per share:
 Net income (loss)                                  $          (0.17)  $            (0.21)
                                                          ===========         ===========

 Weighted average shares outstanding                        5,060,809           3,505,363
                                                          ===========         ===========

</TABLE>


See accompanying notes to financial statements.




<PAGE>16

               Globus Cellular Ltd.
   Statement of Changes in Stockholders' Equity
            For the Periods Indicated
<TABLE>
<CAPTION>
                                                                          Additional                                  Foreign
                                              Common Stock                 Paid -in        Stock    Accumulated      Exchange
                     ACTIVITY              Shares      Amount              Capital    Subscriptions    Deficit      Adjustment
<S>                                         <C>          <C>                <C>            <C>           <C>            <C>
 Balance, October 31, 1995               3,232,674     $  3,233         $ 1,456,772     $          $ (1,144,239)    $ (7,459)

 Exercise of warrants and options
  for cash                                 117,900           11           102,733
 Stock issued for services                 419,280           41           558,011
 Stock (restricted)issued for services      33,435                         12,505
 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               3,803,289        3,803         2,130,021         (45,864)    (1,878,384)     (6,539)

 Exercise of warrants and options
  for cash                                 385,963           38            64,301
 Stock issued for services                 472,393           47           264,495
 Stock sold for cash by private placement  830,000           83           477,250
 Expenses of offering                                                     (39,869)
 Shares issued for future services                                        (24,000)
 Issuance of subscribed shares           1,469,168        1,469           346,917        (247,136)
Amortization of unpaid subscriptions                                                      219,724
 Foreign exchange (loss)                                                                                             (8,788)
 Net (loss) for the year ended
  October 31, 1997                                                                                                 (884,335)
                                      ------------    ---------          ---------      ----------    ---------    ---------
 Balance, October 31, 1997               6,960,813    $   6,960         $3,243,115      $ (97,276)  $(2,762,719)   $ 15,327)
                                      ============    =========         ==========      ==========  ============   =========
</TABLE>


See accompanying notes to financial statements.











<PAGE>17

Globus Cellular Ltd.
Statements of Cash Flows
Years Ended October 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                           1997                1996
                                                         --------            --------
<S>                                                        <C>                   <C>
Net income (loss)                                       $  (884,335)      $   (734,145)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                               9,496             14,515
   Stock and options issued for services                    366,217            422,324
   Gain on sale of fixed assets                             (11,255)
   Salary and license costs converted
    to officer loans                                        107,805
   Amortization of unpaid stock subscriptions               195,724
   Foreign exchange translation adjustment                   (8,788)               920
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable              (42,089)           (46,343)
    (Increase) decrease in inventory                         14,342            122,366
    (Increase) decrease in prepaid expenses                     712               (499)
    Increase (Decrease) in accounts payable                 (10,284)            18,064
                                                       ------------       ------------
       Total adjustments                                    621,880            531,347
                                                       ------------       ------------
  Net cash provided by (used in)
   operating activities                                    (262,455)          (202,798)
                                                       ------------       ------------

Cash flows from investing activities:
  Purchase of equipment                                      (3,595)           (15,089)
  Proceeds from sale of fixed assets                         45,400
  Trademark costs                                           (22,944)            (1,804)
                                                        -----------        -----------
  Net cash provided by (used in)
   financing activities                                      18,861            (16,893)

Cash flows from financing activities:
  Common stock sold for cash                                502,898            102,851
  Increase (repayment) of officer loans                      68,000
  Repayment of officer loans                                (18,180)
                                                        -----------        -----------
  Net cash provided by (used in)
   financing activities                                     552,718            102,851
                                                        -----------        -----------
Increase (decrease) in cash                                 309,124           (116,840)
Cash and cash equivalents,
 beginning of period                                         40,009            156,849
                                                        -----------        -----------
Cash and cash equivalents,
 end of period                                      $       349,133       $     40,009
                                                        ===========         ===========



Supplemental cash flow information:
   Cash paid for interest                           $         4,503      $      19,191
   Cash paid for income taxes                       $          -         $        -

</TABLE>

 See accompanying notes to financial statements.






<PAGE>18

Globus Cellular 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.  Prior to 1997, the 
Company was known as Globus Cellular and User Protection Ltd.

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 incorporated on July 28, 
1993, with 2,880,000 units of its securities.  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, which consist primarily of finished goods, 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.

Advertising Expenses
Advertising expenses are charged to expense upon first showing.  
Amounts charged to expense were $9,125 and $83,914 for the 
periods ended October 31, 1997 and 1996, respectively.


<PAGE>19

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, 1997 the Company has accumulated net operating 
losses available to offset future taxable income of approximately 
$2,760,000, expiring $72,000 in 2008, $370,000 in 2009, $700,000 
in 2010, $734,000 in 2011 and $884,000 in 2012.  Deferred tax 
assets, approximately $930,000, which may arise from the 
utilization of the operating losses have been fully reserved as 
such utilization is not assured.  The increase in the deferred 
tax asset and related reserve applicable to the 1996 operating 
loss was approximately $300,000.

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 
maintained cash deposits at financial institutions in excess of 
the $100,000 limit covered by the Federal Deposit Insurance 
Corporation.  The Company currently purchases its X-ray film 
developing chemicals from one supplier, however the Company 
believes that the chemicals are readily available elsewhere.

Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard 
No. 123 (FAS 123), Accounting for Stock-Based Compensation 
beginning with the Company's first quarter of 1996.  Upon 
adoption of FAS 123, the Company continued to measure 
compensation expense for its stock-based employee compensation 
plans using the intrinsic value method prescribed by APB No. 25, 
Accounting for Stock Issued to Employees, and has provided in 
Note 6 pro forma disclosures of the effect on net income and 
earnings per share as if the fair value-based method prescribed 
by FAS 123 had been applied in measuring compensation expense.

Recent Pronouncements
In 1996 Financial Accounting Standards No. 125 (FAS 125) 
Accounting for Transfer and Servicing of Financial Assets and 
Extinguishments of Liabilities was issued. FAS 125 is effective 
for transfers and servicing of financial assets and 
extinguishments of liabilities occurring after December 31, 1996. 
The Company will adopt FAS 125 in 1997.  Adoption of FAS 125 is 
not expected to have a material effect on the Company's 
consolidated financial position or operating results.


Note 2.  Property and Equipment

At October 31, 1997 Property and equipment consists of:

    Machinery and office equipment          $ 32,726
    Moldings                                  27,190
    Computer software                          2,087
    Leasehold improvements                     1,750
                                            --------
                                              63,753
Less accumulated depreciation                 34,893
                                            --------
                                            $ 28,860

Depreciation charged to expense was $ 9,496 and $14,515 for the 
periods ended October 31, 1997 and 1996, respectively.


Note 3.   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 for the technology 
utilized in the Company's products.  This agreement expires in 
2002, with an option to renew.  Total payments required under 
this lease are as follows:

<PAGE>20

    1999                  $120,000
    2000                   120,000
    2001                   120,000
    2002                    40,000
                          --------
                          $400,000

During May 1997, the Company entered into a royalty agreement 
whereby Dr. Bickert is to receive a 4% royalty fee on gross 
receipts from the sale of products incorporating newly developed 
technology for a high performance antenna for a portable 
communication device.

The Company entered into an employment contract with an officer.  
The agreement covers the year ended October 31, 1998 and provides 
for payments aggregating $7,500 per month.  The agreement is 
expected to continue in force until terminated by either party.

In 1996, the Company entered into an operating lease for 
additional office and warehouse space adjacent to its existing 
facility.  This lease was paid on a month-to-month basis and was 
discontinued in 1997.  The leased space was owned by an officer 
of the Company and monthly rental payments are considered to be 
at competitive market rates. During         1997, in connection 
with the sale of its office/warehouse facility, the Company 
entered into a lease agreement with its president for use of the 
facility.  The lease provides for monthly payments of $1,217 
through February, 1999.  The payments are considered to be at a 
fair market rate.  See Note 4.  Rent expense amounted to $14,100 
and $4,418 for the periods ended October 31, 1997 and 1996.

During 1996, the Company began selling distribution rights to 
products included in its line of X-ray film and developer 
catalogue.  The distribution rights covered certain eastern 
provinces in Canada and other territories outside of Canada.  The 
Company had been purchasing developer products exclusively from 
Idex International Corp., a company now in bankruptcy.  The 
Company has substituted developer chemicals purchased from a new 
supplier to its distributors.  

A successor company to Idex, 2834332 Canada Inc., has filed an 
action in the Supreme Court of the State of New York claiming 
that the Company has fraudulently misrepresented that it was the 
worldwide licensee or holder of worldwide rights to distribute 
its X-ray developing technology belonging to Idex.  The claim 
seeks the return of $200,000 of distribution rights income plus 
interest and unspecified punitive damages.  The Company believes 
that it has meritorious defense to the action and that the New 
York court lacks jurisdiction to hear the matter.  The Company is 
unable to predict the outcome of the case nor estimate the range 
of possible loss.


Notes 4.  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, the Company paid $18,800 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.  Effective November 1, 1996, the 
Company assumed the responsibility of maintaining the patents and 
bears the cost of filing them in other jurisdictions.  The 
amounts capitalized in connection with extending the patents to 
additional jurisdictions during the year ended October 31, 1997 
was $42,236 and amortization thereof for the period, based on the 
remaining term of the license agreement with Dr. Bickert, 
amounted to $10,559.

The vice president and production manager (May 1997), Mr. Bernie 
Penner and his wife jointly are the Company's second largest 
stockholder.

During 1997 and 1996 the Company paid $5,335 and $1,694 
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 amounts of $7,150 and $3,110 was paid 
to Mr. Penner in 1997 and 1996, respectively for office and 
warehouse space in connection with the lease described in Note 4.



<PAGE>21

Dr. Bickert (and Mr. Penner in 1996) had loans to the Company for 
cash advances and unpaid salary and technology lease payments 
totaling $157,625 and $244,636 at October 31, 1997 and 1996 
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 for 
1996 in exchange for the exercise of common stock options 
previously granted to them at an exercise price of $.225 per 
share.

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). During 1997, the Company sold its interest the 
building used for its office and warehouse activities to its 
president.  The Company recorded a gain from the transaction of 
$5,604.  Corresponding reductions of mortgage indebtedness of 
$60,960 and amounts due its president of $33,205 were recorded in 
connection with the transaction.  The Company leases the facility 
from its president at $1,217 per month.


Note 6.   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 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) had been 
recorded as an unpaid subscription of common stock.  The unpaid 
subscription was amortized to expense during 1997 ($219,724) and 
has a remaining unamortized balance of $73,276 at October 31, 
1997.


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 during 1996, the Company issued 117,900 shares of 
restricted common stock for the exercise of warrants and options 
related thereto for cash aggregating $102,851.

During the year ended October 31, 1997, the Company issued 1,823 
shares of its common stock pursuant to the exercise of warrants 
for cash aggregating $1,823.  Also, options to purchase 384,140 
shares of the Company's common stock previously issued to an 
officer were exercised for cash consideration to the Company 
aggregating $62,864.

In addition, the Company issued 198,298 shares of its common 
stock as compensation to consultants and employees, pursuant to a 
registration statement on Form S-8, filed in January 1996.  The 
shares were valued at the market price of the common stock on the 
date the issuance of shares was authorized.  The aggregate value 
of the shares issued in these transactions was $160,426.  
Additionally, the Company issued restricted common stock as 
compensation to consultants and others for services performed for 
the Company aggregating 274,095 shares valued at $104,542, based 
on the market value of the stock on the grant date discounted by 
50% due to their restricted nature.

During the year ended October 31, 1997, two of the Company's 
officers agreed to forego cash payments for salary and technology 
lease payments accrued during the quarter in exchange for common 
stock of the Company.  The restricted shares to be issued to the 
officers in lieu of cash payments of $101,250 were valued at $.22 
per share, an amount equal to one-half of the bid price for the 
Company's common stock on the date the transaction was approved 
by the Company's board of directors.  Additionally one of the 


<PAGE>22

officers received 110,720 shares of restricted common stock for 
services rendered during the second quarter of the current fiscal 
year and for payment of other amounts due him.  The aggregate 
value of the stock issued was $23,930.

During August 1997, the Company commenced a private offering of 
its common stock, restricted for a period of eighteen months, to 
a limited group of Canadian investors.  The Company received net 
proceeds of $438,211 for the sale of 830,000 shares of common 
stock.  The shares were sold in a unit offering which provides 
for a total of 2,500,000 units to be sold at a price of $.56 per 
unit.  Each unit consists of one share of common and a warrant to 
purchase an additional share of stock.  The warrants are 
exercisable at $.875 each and expire if not exercised within a 
two year period of their issue date.  

At October 31, 1997 the Company had received subscription 
agreements for the sale of $85,898 of the common stock the 
payment for which was received subsequent to that date.  This 
amount is included in accounts receivable other at October 31, 
1997 and the corresponding shares  are included in stockholders' 
equity.  Subsequent to October 31, 1997, the Company sold an 
additional 77,500 shares of common stock for net proceeds of 
$58,000.

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.

As of October 31, 1997, the Company had outstanding options to 
purchase and aggregate of 1,189,570 shares of its common stock by 
officers and directors at an exercise price of $.165.  The 
options were granted during the years ended October 31, 1995 and 
1996.  Additionally, the Company had outstanding warrants to 
purchase common stock at an exercise price of $.875 per share 
issued in connection with the above described private placement.

During the year ended October 31, 1997 the Company established a 
non-statutory stock option plan to benefit employees, officers, 
directors, consultants and others providing services to the 
Company.  The Company has reserved 500,000 shares of common stock 
for issuance in connection with option grants made pursuant to 
the plan.  The purchase price for shares granted under the plan 
shall not be less than 85% of the fair market value of the stock 
on the grant date.  No shares have been granted under the plan as 
of the date of these financial statements.

The weighted average fair value at the date of grant for warrants 
granted during 1997 was $ .03 per option.  The fair value of the 
options at the date of grant was estimated using the Black-
Scholes model with assumptions as follows:

Month of grant             October
  Market value              $ .66
  Expected life in years        2
  Interest rate             5.96%
  Volatility                 .193
  Dividend yield            0.00%

Stock based compensation costs would have reduced pretax income 
by $26,900 in 1997 ($.01 per share) if the fair value of the 
warrants granted during 1997 had been recognized as compensation 
expense.


Note 7
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.  







<PAGE>23
                                  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 203 1998        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                                                 2/23/98
------------------------------                                        Date:
Dr.  Paul  Bickert
President  and  Director
(Principal  Executive,  Financial  and  Accounting)



/s/ Jerome W. Cwiertnia                                             2/23/98
------------------------------                                        Date:
Jerome W. Cwiertnia
Secretary/Treasurer  and  Director



/s/ Ronald L. Armstrong                                              2/23/98 
------------------------------                                        Date:
Ronald  L.  Armstrong
Director