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:  10/31/98
                                      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, LTD.
                   (FORMERLY GLOBUS CELLULAR & USE PROTECTION, LTD.
                       And 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 were $0.00. As of 
October 31, 1998, the market value of the Company's voting $.00l par value 
common stock held by non-affiliates of the Company was $1,465,569. 

The number of shares outstanding of Company's only class of common stock, as 
of October 31,1998 was 6,744,711 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, Ltd. ("Company"), formerly Globus Cellular & User 
Protection, Ltd. and 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. In August, 1997, the Company changed its name to Globus Cellular, Ltd.

Employees

The Company has five full-time employees.   

Competition

The Company is not aware of any direct competition to its cellular Mega 
RangeTM Reduced radiation antenna technology with its patents pending.   The 
Mega RangeTM antenna is a refractive radiation reducing plastics product.  
The Company also has a x-ray products division selling to private clinics.  
There are competitors to this product.    Any competition with 
similarproducts, 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 RangeTM  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 the Company the exclusive worldwide rights to use the technology and 
proprietary knowledge to develop, produce, manufacture, use, sell or 
otherwise commercially  exploit th  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 

<PAGE>3

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.

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 Fifty Million (50,000,000) 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. 1998.

Manufacturing

The Company is currently not manufacturing its Mega RangeTM antenna product 
while it is seeking international patent protection.  The Company intends to 
commence manufacturing in May 1999.

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, the Company has expended approximately $265,905 (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

The 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 $2,430.00 (Cdn.) annually for $2,000,000 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 that 
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 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 

<PAGE>4

Company and monthly rental payments are considered to be at competitive 
market rates.  As of January 1, 1999, this lease was canceled.  The Company 
moved into a new 7,000 square foot facility at 1955 Moss Court, Kelowna, B.C. 

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, 1998, the 
following matters were submitted to a vote of the Company's security holders, 
through the solicitation of proxies.

1.   Election of Directors
2.   Approval of Winter, Scheifley & Associates, P.C. as Independent 
     Certified Accountants for fiscal year ending October 31, 1998.




<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 ACAP Financial, M.H. Meyerson & Co., 
Inc. and Vantage Point Capital (Canada). The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may not 
necessarily represent actual transactions.
<TABLE>
<CAPTION>
        Quarter  Ended                   High  Bid               Low Bid
                <S>                      <C>                       <C>
              1/31/97                     .88                      .81
              4/30/97                     .56                      .50
              7/30/97                     .719                     .625
             10/31/97                    1.406                    1.313
              1/31/98                     .656                     .656
              4/30/98                     .531                     .500
              7/30/98                     .375                     .375
              10/31/98                    .250                     .250
</TABLE>

The approximate number of holders of record of the Company's $.001 par value 
common stock, as of October 31, 1998, was 232.   Currently, as of February 
20, 1999, 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 that 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 acquisition of the assets of Globus Cellular & User Protection 
Ltd., a Canadian corporation, 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"), that 
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, 1998, the Company issued 156,343 shares of 
its common stock pursuant to the exercise of warrants for cash aggregating 
$47,951.  Also, 72,500 Common Shares were sold for cash of $50,949 in 
November 1997 in connection with the private placement that was begun in 
1997.

Additionally during 1998, the Company issued an aggregate of 310,055 Common 
Shares to individuals or entities that had provided goods or services to the 
Company during the year.   The aggregate value of the goods and services 
provided to the Company was $264,967.

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, 1998, the Company had outstanding options to purchase and 
aggregate of 1,139,570 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 746,157 
outstanding A warrants to purchase common stock at an exercise price of $.875 
per share issued in connection with the private placement and 156,313 B 
warrants exercisable at $.53 per share issued in connection with the exercise 
of the A warrants.


<PAGE>6

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:
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.

Discontinued operation.   On November 20, 1998, the Company entered into an 
agreement to sell the exclusive rights to distribute its line of X-ray 
products in Canada.   In connection with the agreement, the Company agreed to 
cease the operation of its X-ray products division effective on the purchase 
date.   The purchase price for the transaction is $38,830 and is payable in 
59 equal monthly installments of $762 including interest at 6.75 per annum.   
The agreement includes provisions for maintaining sales levels during a two-
year period subsequent to the purchase date and for failure to make the 
required installment payments that could cause the agreement to terminate.   
Should the agreement terminate, the Company would regain all rights 
transferred to the purchaser.

The net assets of the X-ray division at October 31, 1998 consist of the 
following:
   Accounts receivable   $ 1,599
   Inventory              57,291
   Accounts payable       (4,791)
                         -------
                         $54,099

The purchase agreement includes provisions whereby the purchaser will act as 
the Company's agent in the liquidation of remaining division inventory and 
the value of such inventory has been reduced to give effect to a 25% 
commission to be earned by the purchaser upon sale o the inventory.

For the two years ended October 31, 1998 the operating results of the X-ray 
division were as follows:

                                          1998                       1997

Revenues                                  $66,384                   $95,372
Cost of sales                              27,435                    67,571
Administrative                             23,356                    35,089
                                         --------                   -------
Gain (loss) from division                 $15,593                   $(7,288)

Additionally, the Company shall pursue a registration of its Common Shares 
and Class A and B 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 $41,193.   This resulted 
in net cash used in investing activities of $41,193.   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

The Company acquired plant and equipment valued at $3,595 for the year ended 
October 31, 1997.   The Company expended $22,944 on trademark costs.  The 
Company received proceeds from the sale of fixed assets of $45,400 for the 
year ended October 31, 1997.   This resulted in net cash provided by 


<PAGE>7

investing activities of $18,861 for the year ended October 31, 1997.   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 received $98,900 from the sale of its common stock for the year 
ended October 31,1998.  The Company repaid $142 of notes payable and received 
cash advances from an officer of $2,714 for the year ended October 31, 1998.   
The Company repaid $167,221 in officer loans resulting in net cash used in 
financing activities of $65,749 for the year ended October 31, 1998.

The Company received $502,898 from the sale of its common stock for the year 
ended October 31,1997.  The Company received cash advances from an officer of 
$68,000 for the year ended October 31, 1998.   The Company repaid $18,180 in 
officer loans resulting in net cash provided by financing activities of 
$552,718 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, the Company's product is new in the 
market and there are no assurances it can be marketed successfully and/or 
profitably.

The management of the Company is led by Dr. Paul F. Bickert, Dr. Ronald 
Armstrong and Jerome W. 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.  

Results of Operations.

1998 compared to 1997

The Company experienced a net loss from operating activities of $737,836 for 
the year ended October 31, 1998.   The Company did not receive any sales 
revenue for the years ended 1998 and 1997.  Selling, general and 
administrative expenses decreased to $687,003 for the year ended October 31, 
1998 compared to $821,455 for the same period in 1997 due to accounting fees 
of $22,420, advertising of $679, consulting of $216,764, legal of $43,535, 
management contract payments of $90,000, technology lease expense of 
$120,000, travel of $17,576, rent of 10,669, wages of 50,237.09 and 
miscellaneous office expenses of $115,123.    Research and development 
expenses decreased from $78,789 for the year ended October 31, 1997 to 
$67,685 for the same period in 1998 due to the stage of development of the 
antenna product.

The Company issued stock options for officer services of $150,630 for the 
year ended October 31, 1998.    Depreciation for the year ended October 31, 
1998 was $16,446.  The Company had amortization of unpaid stock subscriptions 
of $97,276.   The Company had a loss on the sale of fixed assets of $4,520.  
Additionally, the Company converted salary and license costs to officer loans 
of $210,000 for the year ended October 31, 1998.    For the year ended 
October 31, 1998, the Company experienced a decrease in accounts receivable 
of $90,512, a increase in inventory of $2,548 due to decreased sales, a 
decrease in prepaid expenses of $646 and a decrease in accounts payable of 
$7,033, all due to decreased operations.   Additionally, the Company had a 
decrease in net assets of discontinued operation of $3,623 for the year ended 
October 31, 1998.   Foreign exchange translation adjustment was $(36,756) for 
the year ended October 31, 1998.   These items resulted in net cash used in 
operating activities of $210,519 for the year ended October 31, 1998.

The Company experienced a net loss from operating activities of $884,335 for 
the year ended October 31, 1997.   The Company received no sales revenues in 
1997.   Selling, general and administrative expenses decreased slightly to 
$821,455 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 $122,268.    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 

<PAGE>8

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 $85,549, a decrease in inventory of $12,700 due to decreased 
sales, a decrease in prepaid expenses of $712 and a decrease in accounts 
payable of $6,846, all due to decreased operations.   Foreign exchange 
translation adjustment was $(8,788) for the year ended October 31, 1997.   
These items resulted in net cash used in operating activities of $262,454 for 
the year ended October 31, 1997.

1997 compared to 1996

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 $0.00 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 $0.00 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 $262,454 
for the year ended October 31, 1997.


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 14.

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                      53           President, Director and
3200 Watt Road                                        Chairman of the Board
Kelowna, B.C., V1Y4R5

Jerome W. Cwiertnia,                     57                  Director         
17 Montecito Drive
Corona del Mar, CA 92625

Ronald L. Armstrong                      67                  Director
1005-16 Ave. N.W.
Calgary, Alberta T2M0K7

Lynda Newitt
1103 Trevor Drive
Kelowna, B.C. V12 2J9                    48               Secretary/Director

Nick Wizinsky
1160 Trevor Drive
Kelowna, B.C. V12 2K2                    40                  Director
</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 the 
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 the 
Company.  

Lynda Newitt.  Ms. Newitt was office manager and executive assistant since 
late 1993 to late 1998.   In the fourth quarter of 1998, Ms Newitt became 
Secretary/Treasurer of the Company and was appoint to the position of 
Investor Relations manager.  She is responsible for all aspects of investor 
relations and corporate communications.   Ms. Newitt graduated from Business 
College in Saskatoon, Saskatchewan in 1971.


<PAGE>10

Nick Wizinsky.  Mr. Wizinsky was Chief Operations Officer from April 1997 to 
December 1998.   Mr. Wizinsky has served as a Director of the Company from 
April 1997 to present.   From 1994 to 1997, Mr. Wizinski was self employed as 
a business management consultant.   From 1986 to 1993, Mr. Wizinsk worked in 
various positions for FCSAL.   Mr. Wizinski attended pre-commerce studies at 
Camosun College from 1980-1981.  Mr. Wizinski obtained a Bachelor of Commerce 
degree from the University of British Columbia in 1985.

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 1998, 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.

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.

Except as discussed above, 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 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, 1999.

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          467,457 Direct         6.93%%
3200 Watt Road                                 176,676 Indirect <F1>  2.62%
Kelowna, B.C., Canada 
V1W 3C8


<PAGE>11

Jerome W. Cwiertnia            Common             52,129               .77%
17 Montecito Drive
Corona del Mar, CA 92625

Dr. Ronald L. Armstrong        Common            31,966 Direct           .47%
1005 - 16th Ave., N.W.                           47,588 Indirect <F2>    .71%
Calgary, Alberta, Canada 
T2M 3X8

CEDE & Co.                     Common             3,335,493            49.45%
P.O. Box 222
Bowling Green Station
New York, NY 

TD Securities, Inc.            Common             1,274,767            18.90%
585 Nuddkefuekd Rd., Unit 33
Scarborough, ON M4X 1J9

The Canadian Depository for Securities Ltd./
Control Account                Common              586,167              8.90%
2020 University St., Ste. 1620
Montreal, PQ H3A 2L4

L.J. Newitt                    Common                47,347 Direct       .70%
1103 Trevor Drive                                   9,275 Indirect <F3>  .14%
Kelowna, B.C. V1Z 2J9

Nick Wizinsky                  Common                  30,000            .44% 
1160 Trevor Drive
Kelowna, B.C. V1Z 2K2

All officers and
directors as a Group           Common             628,899 Direct        9.32%   
                                                 233,539 Indirect       3.46%

<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> These shares are held in the name of Gordon Newitt, husband of Ms. 
Newitt.   
</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.

As of October 31, 1998, there were 1,139,570 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 

<PAGE>12

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, 1998 
and 1997 were $12,200 and $42,236, respectively, and amortization thereof for 
the years ended October 31, 1998 and 1997, based on the remaining term of the 
license agreement with Dr. Bickert, amounted to $14,630 and $10,559 
respectively.

Dr. Bickert had demand loans to the Company for cash advances and unpaid 
salary and technology lease payments totaling $382,995 and $157,625 at 
October 31, 1998 and 1997, respectively.

During the year ended October 31, 1998, the Company received cash advances 
from Dr. Bickert amounting to $2,714 and repaid advances in the amount of 
$167,221.   Additionally, the Company cancelled 755,000 shares of common 
stock that had been authorized by the Company and issued by its transfer 
agent in prior years as repayment of amounts due Dr. Bickert.   The shares 
returned had a fair value of $169, 875 and such amount has been added to the 
officer loan account.   The loan account was also increased by $210,000 
during 1998 due to technology lease and salary payments due to Dr. Bickert.

During the year ended October 31, 1997, the Company received cash advances 
from Dr. Bickert amounting to $58,000 and repaid advances in the amount of 
$18,180.   Additionally, the office paid $17,305 of legal expenses in favor 
of the Company.   Salary and technology lease payments added to the loan 
balance amounted to $100,500 for the year ended October 31, 1997.

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.................................14
Balance Sheet........................................................ 15
Statement of Operations...............................................16
Statement of Stockholder's Equity................ ....................17
Statement of Cash Flows...............................................18
Notes to Financial Statements.........................................19-25

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


<PAGE>13

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>14





 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, 1998, and the related statements of 
operations, stockholders' equity, and cash flows for the years 
ended October 31, 1998 and 1997.  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, 1998,  and the results 
of its operations, and its cash flows for the years ended October 
31, 1998 and 1997, in conformity with generally accepted 
accounting principles.



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

Denver, Colorado
December 18, 1998
(Except for Note 7. for which
 the date id February 18, 1999)








<PAGE>15

Globus Cellular Ltd.
Balance Sheet
October 31, 1998

                           ASSETS
Current assets:
  Cash                                                    $     31,673
  Accounts receivable, other                                     5,562
  Inventories                                                    2,548
  Prepaid expenses                                               1,826
  Net assets of discontinued operation                          54,099
                                                           -----------
      Total current assets                                      95,706

Property and equipment, at cost, less
  accumulated depreciation of $50,981                           53,025

Other assets                                                    24,989
                                                           -----------
                                                           $   173,720
                                                           ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                         $    19,599
  Note payable                                                   1,890
  Loans from stockholder                                       372,855
                                                           -----------
      Total current liabilities                                394,343


Stockholders' equity:
 Preferred stock, $.001 par value,
  20,000,000 shares authorized,                                   -
 Common stock, $.001 par value,
  100,000,000 shares authorized,
  6,744,711 shares issued and
  outstanding                                                    6,745
 Additional paid-in capital                                  3,325,270
 Foreign exchange adjustment                                   (52,084)
 (Deficit)                                                  (3,500,554)
                                                           -----------
                                                              (220,623)
                                                           -----------
                                                           $   173,720
                                                           ===========



See accompanying notes to financial statements.




<PAGE>16

Globus Cellular Ltd.
Statements of Operations
Years Ended October 31, 1998 and 1997


</TABLE>
<TABLE>
<S>                                                 <C>                <C>
                                                   1998                1997
Revenue:                                         --------            --------
 Sales                                         $     -             $     -
 Other income                                      10,129              27,700
                                              -----------         -----------
                                                   10,129              27,700

Other costs and expenses:
 General and administrative                       687,003             821,455
 Research and development                          67,685              78,789
                                              -----------         -----------
                                                  754,689             900,244
                                              -----------         -----------
Income (loss) from continuing operations         (744,560)           (872,544)

Other income and (expense):
 Interest expense                                  (8,868)             (4,503)
                                               -----------         -----------
                                                   (8,868)             (4,503)
                                              -----------         -----------
Income (loss) from continuing operations
 before income taxes                             (753,428)           (877,047)
Provision for income taxes                          2,340                -
                                              -----------         -----------
Income (loss) from continuing operations         (751,088)           (877,047)

Income (loss) from discontinued operation
 net of income taxes of $2,340                     13,252              (7,288)
                                              -----------         -----------
  Net income (loss)                           $  (737,836)        $  (884,335)
                                              ===========         ===========

Basic earnings (loss) per share:
 Net income (loss) from continuing operations  $   (0.10)          $    (0.17)
 Net income (loss) from discontinued operation      0.01                (0.00)
                                               ---------           ----------
                                               $   (0.09)          $    (0.17)
                                               =========           ==========

 Weighted average shares outstanding           7,224,437            5,060,809
                                               =========            =========
</TABLE>




See accompanying notes to financial statements.



<PAGE>17

                 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, 1996            3,803,289      $  3,803    $ 2,130,021     $ (45,864)   $ (1,878,383)   $(6,539)

 Exercise of warrants and options
  for cash                              385,963           386         64,301
 Stock issued for services              472,393           472        264,495
 Stock sold for cash by private
     Placement                          830,000           830        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 (l)                                                                                          (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)       (2,762,718)  (15,327)

 Exercise of warrants and options
  for cash                              156,343           157          47,794
 Stock issued for services or 
    equipment                           310,055           310         152,605
 Stock sold for cash by private 
    placement                            72,500            73          50,876
 Shares returned by officer            (755,000)         (755)       (169,120)                     

 Amortization of unpaid subscriptions                                               97,276
 Foreign exchange (loss)                                                                                       (36,757)
 Net (loss) for the year ended
  October 31, 1998                                                                                  (737,836)
                                      ---------      --------      -----------  ------------       ---------    ---------
 Balance, October 31, 1998            6,744,711        $ 6,745     $ 3,325,270    $       -      $(3,500,554) $(52,084)
</TABLE>



See accompanying notes to financial statements.




<PAGE>18

Globus Cellular Ltd.
Statements of Cash Flows
Years Ended October 31, 1998 and 1997

<TABLE>
<S>                                                  <C>                 <C> 
                                                     1998                1997
                                                   --------            --------
Net income (loss)                                $  (737,836)        $  (884,335)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation and amortization                      16,446               9,496
   Stock and options issued for services             150,630             366,217
   (Gain) loss on disposition of fixed assets          4,520             (11,255)
   Salary and license costs converted
    to officer loans                                 210,000             107,805
   Amortization of unpaid stock subscriptions         97,276             195,724
   Foreign exchange translation adjustment           (36,756)             (8,788)
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable        90,512             (85,549
    (Increase) decrease in inventory                  (2,548)             12,700
    (Increase) decrease in net assets of
      discontinued operation                           3,623              41,664
    (Increase) decrease in prepaid expenses              646                 712
    Increase (Decrease) in accounts payable           (7,033)             (6,846)
                                                  ----------           ---------
       Total adjustments                             527,316             621,880
                                                  ----------           ---------
  Net cash provided by (used in)
   operating activities                             (210,519)           (262,454)
                                                  ----------           ---------

Cash flows from investing activities:
  Purchase of equipment                              (41,193)             (3,595)
  Proceeds from sale of fixed assets                    -                 45,400
  Trademark costs                                       -                (22,944)
                                                   ----------          ---------
  Net cash provided by (used in)
   financing activities                              (41,193)             18,861

Cash flows from financing activities:
  Common stock sold for cash                          98,900             502,898
  Repayment of notes payable                            (142)               -
  Cash advances from officer                           2,714              68,000
  Repayment of officer loans                        (167,221)            (18,180)
                                                   ---------           ---------
  Net cash provided by (used in)
   financing activities                              (65,749)            552,718
                                                   ---------           ---------
Increase (decrease) in cash                         (317,461)            309,124
Cash and cash equivalents,
 beginning of period                                 349,133              40,009
                                                   ---------           ---------
Cash and cash equivalents,
 end of period                                     $  31,673           $ 349,133
                                                   =========           =========

Supplemental cash flow information:
   Cash paid for interest                           $  8,868          $    4,503
   Cash paid for income taxes                       $      -            $      -


Non-cash investing and financing activities:
   Equipment finaqnced by note payable              $  1,984           $      -
   Abandonment of leasehold improvements            $  4,518           $      -
   Return of common stock by officer                $169,875           $      -
</TABLE>

      See accompanying notes to financial statements.





<PAGE>19

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.  Subsequent to 
October 31, 1998, the Company disposed of the net assets and 
operations of its X-ray products division.  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.

The Company was incorporated in the State of Nevada on June 10, 
1987. 

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. Depreciation is computed 
using the straight-line method over the estimated useful lives of the 
assets. When assets are retired or otherwise disposed of, the cost 
and the related accumulated depreciation are removed from the 
accounts, and any resulting gain or loss is recognized in operations 
for the period. The cost of repairs and maintenance is charged to 
operations as incurred and significant renewals or betterments are 
capitalized.  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
In February 1997, the Financial Accounting Standards Board 
("FASB") issued SFAS No. 128, "Earnings Per Share." SFAS No. 128 
supersedes and simplifies the existing computational guidelines 
under Accounting Principles Board ("APB") Opinion No. 15, 
"Earnings Per Share."  The statement is effective for financial 
statements issued for periods ending after December 15, 1997.  
Among other changes, SFAS No. 128 eliminates the presentation of 
primary earnings per share and replaces it with basic earnings 
per share for which common stock equivalents are not considered 
in the computation.  It also revises the computation of diluted 
earnings per share.  The Company has adopted SFAS No. 128 and 
there is no material impact to the Company's earnings per share, 
financial condition, or results of operations.  The Company's 
earnings per share have been restated for all periods presented 
to be consistent with SFAS No. 128.


<PAGE>20

Basic 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 $679 and $9,125 for the periods 
ended October 31, 1998 and 1997, 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, 1998 the Company has accumulated net operating 
losses available to offset future taxable income of approximately 
$3,500,000, expiring $72,000 in 2008, $370,000 in 2009, $700,000 
in 2010, $734,000 in 2011, $884,000 in 2012 and $740,000 in 2013.  
Deferred tax assets, approximately $1,190,000, 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 1998 
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.

Fair value of financial instruments
The Company's short-term financial instruments consist of cash and 
cash equivalents, accounts and loans receivable, and accounts payable 
and accruals.  The carrying amounts of these financial instruments 
approximates fair value because of their short-term maturities.  
Financial instruments that potentially subject the Company to a 
concentration of credit risk consist principally of cash and accounts 
receivable, trade.  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.

New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes 
guidelines for all items that are to be recognized under 
accounting standards as components of comprehensive income to be 
reported in the financial statements.  The statement is effective 
for all periods beginning after December 15, 1997 and 
reclassification of financial statements of financial statements 
for earlier periods will be required for comparative purposes.  To 
date, the Company has engaged in transactions which would result 

<PAGE>21

in any significant difference between its reported net loss and 
comprehensive net loss as defined in the statement.  The Company's 
accounting for foreign currency translation adjustments may be 
affected by SFAS No. 130.

In April 1998, the American Institute of Certified Public 
Accountants issued Statement of Position ("SOP") 98-5, "Reporting 
on the Cost of Start-up Activities".  This SOP requires that the 
cost of start-up activities, or one-time activities that relate to 
the opening of a new facility and organizational cost be expensed 
as incurred instead of being capitalized.  This SOP must be 
implemented by no later than the first quarter of 1999 at which 
time the write-off of any unamortized pre-opening costs or 
organization cost will be reported as a cumulative effect of a 
change in accounting principle in the statement of operations.


Note 2.  Property and Equipment

At October 31, 1998 Property and equipment consists of:

    Machinery and office equipment          $ 39,995
    Moldings                                  27,190
    Computer software                          2,087
    Research and development equipment        34,734
                                            --------
                                             104,006
Less accumulated depreciation                 50,981
                                            --------
                                            $ 53,025


Depreciation charged to expense was $16,687 and $9,496 for the 
years ended October 31, 1998 and 1997, 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:

    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 $10,669 and $14,100 for the 
years ended October 31, 1998 and 1997.


<PAGE>22

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 
the 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.  There has been 
no activity in the matter during the year ended October 31, 1998.  
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.  During the period 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 years ended October 31, 1998 and 1997 were $12,200 and 
$42,236 respectively, and amortization thereof for the years 
ended October 31, 1998 and 1997, based on the remaining term of 
the license agreement with Dr. Bickert, amounted to $14,630 and 
$10,559 respectively.


Dr. Bickert had demand loans to the Company for cash advances and 
unpaid salary and technology lease payments totaling $372 885 and 
$157,625 at October 31, 1998 and 1997 respectively 

During the year ended October 31, 1998, the Company received cash 
advances from Dr. Bickert amounting to $2,714 and repaid advances 
in the amount of $167,221.  Additionally, the Company cancelled 
755,000 shares of common stock which had been authorized by the 
Company and issued by its transfer agent in prior years as 
repayment of amounts due Dr. Bickert.  The shares returned had a 
fair value of $169,875 and such amount has been added to the 
officer loan account.  The loan account was also increased by 
$210,000 during 1998 due to technology lease and salary payments 
due to Dr. Bickert.

During the year ended October 31, 1997, the Company received cash 
advances from Dr. Bickert amounting to $58,000 and repaid 
advances in the amount of $18,180.  Additionally, the office paid 
$17,305 of legal expenses in favor of the Company.  Salary and 
technology lease payments added to the loan balance amounted to 
$100,500 for the year ended October 31, 1997.


  Note 5.   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 

<PAGE>23

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, 1998, the Company issued 
156,343 shares of its common stock pursuant to the exercise of 
warrants for cash aggregating $47,951.  The "A" warrants were 
issued in connection with the 1997 private placement described 
below and had an original exercise price of $.87 per share.  

<PAGE>18

During August, 1998 the Company's board of directors authorized a 
limited time discount of the exercise price to warrant holders 
wishing to exercise all or part of their outstanding warrants.  
The exercise price was discounted to $.31 per share due to the 
Company's need for additional equity capital and a decline in the 
fair value of its common stock.  Warrant holders who exercised 
during the discount period were awarded "B" warrants exercisable 
at $.53 per share for one year on a one warrant for one share 
purchased basis.  Also, 72,500 shares of the Company's common 
stock were sold for cash of $50,949 in November 1997 in 
connection with the private placement that was begun in 1997.


Additionally during 1998, the Company issued an aggregate of 
310,055 shares of its common stock to individuals or entities who 
had provided goods or services to the Company during the year.  
The shares were valued at the fair value of the common stock 
issued at the date the issuance was authorized by the board of 
directors.  The aggregate value of the goods and services 
provided to the Company was $264,967.

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 the restricted nature of the securities.

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 October 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.  



<PAGE>24

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

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, 1998, the Company had outstanding options to 
purchase and aggregate of 1,139,570 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 746,157 outstanding "A" 
warrants to purchase common stock at an exercise price of $.875 
per share issued in connection with the above described private 
placement and 156,313 "B" warrants exercisable at $.53 per share 
issued in connection with the exercise of the "A" warrants as 
described above..

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 
and options granted during 1998 and 1997 was $.12 and $ .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:

Stock based compensation costs would have reduced pretax income 
by approximately $28,000 and $26,900 in 1998 and 1997 ($.00 and 
$.01 per share) if the fair value of the warrants granted had 
been recognized as compensation expense.


Note 6   Discontinued operation

On November 20, 1998, the Company entered into an agreement to 
sell the exclusive rights to distribute its line of X-ray 
products in Canada.  In connection with the agreement, the 
Company agreed to cease the operation of its X-ray products 
division effective on the purchase date.  The purchase price for 
the transaction is $38,830 and is payable in 59 equal monthly 
installments of $762 including interest at 6.75 per annum.  The 
agreement includes provisions for maintaining sales levels during 
a two year period subsequent to the purchase date and for failure 
to make the required installment payments which could cause the 
agreement to terminate. Should the agreement terminate, the 
Company would regain all rights transferred to the purchaser.

The net assets of the X-ray division at October 31, 1998 consist 
of the following:

Accounts receivable    $  1,599
Inventory                57,291
Accounts payable         (4,791)
                       --------
                       $ 54,099

The purchase agreement includes provisions whereby the purchaser 
will act as the Company's agent in the liquidation of remaining 
division inventory and the value of such inventory has been 
reduced to give effect to a 25% commission to be earned by the 
purchaser upon sale of the inventory.


<PAGE>25

For the two years ended October 31, 1998 the operating results of 
the X-ray division were as follows:

                          1998              1997

        Revenues        $  66,384        $  95,372

        Cost of sales      27,435           67,571

        Administrative     23,356           35,089 
                         --------        ---------
        Gain (loss) from
          division        $ 15,593        $  (7,288)


Note 7. Subsequent event

During February 1999, the Company resumed the operations of its 
X-ray division due to the cancellation of the purchase agreement 
described in Note 6.  The Company is seeking another purchaser 
for its X-ray division and does not intend to operate the 
division on an ongoing basis.





<PAGE>26
                                  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:    March 17, 1999        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                                                 3/17/99
------------------------------                                        Date:
Dr.  Paul  Bickert
President  and  Director
(Principal  Executive,  Financial  and  Accounting)



/s/ Jerome W. Cwiertnia                                             3/17/99
------------------------------                                        Date:
Jerome W. Cwiertnia
Secretary/Treasurer  and  Director



/s/ Ronald L. Armstrong                                              3/17/99 
------------------------------                                        Date:
Ronald  L.  Armstrong
Director




/s/ Nick Wizinski                                                   3/17/99 
------------------------------                                        Date:
Nick Wizinski
Director



/s/ Lynda Newitt                                                    3/17/99 
------------------------------                                        Date:
Lynda Newitt
Director