U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C. 20549
                                
                          FORM 10-KSB

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended September 30, 1997

            OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
    SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ________________to ___________________.

                 Commission file number 0-17322
                                
                     GLOBESAT HOLDING CORP.
           (Name of small business issuer in its charter)
                                
UTAH                                         87-0365154
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

5 Hazelton Avenue, 2nd Floor
Toronto, Ontario, Canada                                   M5R 2E1
(Address of principal executive offices)                   (Postal Code)

Issuer's telephone number: (416) 513-0191

Securities registered under Section 12(b) of the Exchange Act:   None

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

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

     (1) YES [x]   NO []   (2) 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 the Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [  ]

State Issuer's revenues for its most recent fiscal year. 

     September 30, 1997 - $0

State the aggregate market value of the voting stock held by non-affiliates 
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60 
days.

December 24, 1997: $129,531. There are 1,392,807 shares of Common Stock of the 
Registrant held by non-affiliates. This valuation is based upon the average bid
price ($0.093) for shares of Common Stock of the Registrant on the OTC Bulletin
Board on December 24, 1997.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST 5 YEARS)

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 [  ]  No [  ]
     
     Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding each of the Issuer's classes of common 
equity, as of the latest practicable date: December 24, 1997 - 11,565,676 shares
of Common Stock.

              DOCUMENTS INCORPORATED BY REFERENCE

1. Form 8-K, dated March 7, 1995
2. Form 8-K dated January 30, 1996.
3. Form 8-K/A dated March 18, 1996.
4. Form 10-QSB for the period ending June 30, 1996.
5. Form 10-QSB for the period ending December 31, 1996
6. Form 10-QSB for the period ending March 31, 1997.
7. Form 8-K dated June 27, 1997.
8. Form 10-QSB for the period ending June 30, 1997.

Transitional Small Business Disclosure Format: Yes [ ]  No [x]
                                
                               PART I
                                   
ITEM 1.   BUSINESS.

BACKGROUND

Globesat Holding Corp. (the "Registrant") was incorporated and organized under 
the laws of the State of Utah on November 20, 1980, under the name "Sure 
Investment Registrant". The Registrant was formed for the purpose of seeking 
an entity with ongoing business activity attractive to the Registrant. Over, 
approximately, the following 13 years, the Registrant carried on business 
activities in a number of areas including, among other things: the designing,
developing, and manufacturing of satellites, rockets and other equipment for 
aerial and space operations; communications; image compression technologies; 
and designing, manufacturing, marketing and maintaining computer network 
performance monitoring equipment.

In or about June 1993, the Registrant ceased material business operations. From
that time until December 1995, the Registrant's activities consisted primarily 
of investigating possible business opportunities attractive to the Registrant.

On January 19, 1996, the Registrant issued to the shareholders of Windsor 
Acquisition Corp. an aggregate of 3,735,000 shares of the Registrant's $0.01 par
value Common Stock. At all material times from incorporation to the acquisition 
on January 19, 1996 as aforesaid, Messrs. Mel B. Greenspoon, Allan Greenspoon, 
Lee A. Greenspoon, Avi Greenspoon, and Michael J. Bellman held approximately 
90% of the outstanding stock in the capital of Windsor. For further
information with respect to this transaction, please see the Registrant's 
Form 8-K, dated January 30, 1996, and the Registrant's Form 8-K/A, dated March 
18, 1996, both of which are incorporated herein by reference. 

Since January 19, 1996, the Registrant has been seeking acquisitions and 
investments in companies, products, inventions or technologies which may 
require further capital, additional management expertise, international 
marketing assistance, and/or strategic guidance. In all cases, the Registrant 
seeks out opportunities which have the potential to develop short term, positive
cash flow, thereby contributing to acquisition and investment activities.

The Registrant was until recently focusing on two businesses: environmental 
infrastructure products and technologies, and consumer products. Each business
was at an early development stage and the Registrant has not earned revenue 
from either one. As of June 11, 1997, the Registrant's financial resources 
were insufficient to continue to develop its businesses and the businesses 
were at a such a state that management deemed the discontinuation of such 
businesses would be in the best interest of the Registrant. 

On June 11, 1997, the Registrant completed a transaction whereby the Registrant 
acquired all the issued and outstanding shares of International Monetary 
Services Inc. ("IMS"), a corporation organized under the laws of the Cayman 
Islands.  In consideration of the foregoing, the Registrant issued 6,072,000 
shares of its Common Stock. The Registrant also issued 750,000 shares to a 
third party as a finder's fee with respect to the acquisition of IMS. 
Contemporaneously with the acquisition of IMS, Mel B. Greenspoon and Allan 
Greenspoon resigned from the Board of Directors of the Registrant. Please see
the Registrant's Form 8-K, dated June 27, 1997, which is incorporated herein 
by reference. 

Pursuant to the acquisition of IMS on June 11, 1997, the Registrant entered into
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Registrant, whereby the Registrant sold all 
its shares of its wholly-owned subsidiary, Windsor Acquisition Corp. 
("Windsor"), to Mr. Greenspoon for $1.00. As at such date, Windsor
had not earned any revenues since its incorporation, had outstanding accrued 
liabilities in excess of $300,000 (approximately half of which were owed to 
Mr. Greenspoon, directly and indirectly) and, in the view of management of 
the Registrant, had no prospects to earn any revenue in the foreseeable future.
Windsor held an exclusive global license to market and distribute a cosmetic
product known as the Novatone Facial Toner. Please see the Registrant's Form 
8-K, dated June 27, 1997, which is incorporated herein by reference. 
     
Also, on June 11, 1997, the Registrant entered into a share purchase agreement 
with Mel B. Greenspoon, whereby the Registrant sold all its shares of its 
wholly-owned subsidiary, Globesat Infrastructure Technologies Corp. ("Globesat 
I.T."), to Mr. Greenspoon for $1.00. As at such date, Globesat I.T. had not 
earned any revenues since its incorporation, held certain distribution rights 
which were being challenged by the ultimate holder of the underlying rights and,
in the view of management of the Registrant, had no prospects to earn revenue 
in the foreseeable future. Please see the Registrant's Form 8-K, dated June 27,
1997, which is incorporated herein by reference.
     
The Registrant had also entered into a joint venture agreement with Startech 
Environmental Corp. ("Startech"), a Colorado company based in Wilton, 
Connecticut on February 19, 1996. Since that time, the Registrant has had 
limited dealings with Startech in respect of the implementation of this joint 
venture. In June of 1997, the Registrant and Startech mutually agreed to cease 
further negotiations, and as such, terminate any prospects for continuation of 
the joint venture relationship. 

GENERAL

References to the "Registrant" and the "Company" herein include the Registrant 
and its wholly-owned subsidiaries, unless the context requires otherwise.

The Registrant, through its IMS subsidiary, is engaged in the business of 
purchasing precious metals bullion products (gold, silver, platinum, palladium,
etc.) from a range of international sellers and mining institutions. Contract 
opportunities have been and are currently presented to IMS from a variety of 
international sources. Management of IMS is currently in the process of 
reviewing a range of contract opportunities involving the purchase of gold from 
mining institutions in several international jurisdictions. 

The objective of the Registrant is to utilize the cash flow developed from the 
precious metals business to make acquisitions and investments in companies, 
products, inventions or technologies which may require further capital, 
additional management expertise, international marketing assistance, and/or 
strategic guidance is required.

The Registrant may seek to raise additional financing through the sale of debt 
or equity securities to investors by private placement in order to continue to 
develop and expand the business of IMS. There can be no assurance that the 
Registrant will be able to raise sufficient financing, on terms acceptable to
management, to continue to develop its business. 

As of September, 30, 1997, the Registrant had not earned any revenue through its
IMS subsidiary.

EMPLOYEES

The Registrant is a development stage company and currently has no employees. 
Management of the Registrant expects to hire employees and consultants as 
necessary and as set out herein.

RISK FACTORS

In addition to the considerations and risk factors set forth elsewhere herein, 
the following should be considered:

Development Stage Company

The Registrant has limited assets and has had extremely limited revenue in each 
of its four most recent fiscal years and to the date hereof. The Registrant, in 
its present business, is in the development stage and is subject to all the 
risks inherent in the creation of a new business. In addition, the 
Registrant, in its present business, has no record of operations and there is 
nothing at this time upon which to base an assumption that the Registrant's 
plans will prove successful. The objectives, plans and strategies of the 
Registrant should be regarded as speculative due to the nature and present 
stage of the Registrant's businesses. The likelihood of success of the
Registrant must be considered in light of the risks inherent in the 
initiation of the Registrant's businesses, such as costs, complications and 
delays. The Registrant may encounter unforeseen difficulties or delays in its 
operations and may sustain further operating losses.
 
Competition

The Registrant competes with other companies that have greater financial 
resources. The Company does not have a long history of business operations 
and its success depends largely on the long standing relationships of the 
management of IMS. 

Additional Capital

The Registrant may require additional funds to further develop its business, 
and to effect the expansion of its administrative and management staff. If such 
additional funds are required, the Registrant may seek such additional 
funding through private financings including equity and/or debt financings 
and through collaborative arrangements with others. There is no assurance that
the Registrant will be able to obtain additional funding when needed, or that 
such funding, if available, can be obtained on terms commercially acceptable 
to the Registrant. 

Stockholders may be further diluted in their percentage ownership of the 
Registrant in the event that additional shares are issued by the Registrant 
in the future in connection with the raising of additional capital by the 
Registrant.

Dependence On Key Personnel

The Registrant is wholly dependent, at the present, upon the personal efforts 
and abilities of the Registrant's officers, who exercise control over the day 
to day affairs of the Registrant, and upon its directors, some of whom are 
engaged in other activities and will devote limited time to the Registrant's 
activities.

The Registrant's ability to develop its business and to establish and maintain 
its competitive position will depend, in part, on its ability to attract and 
retain qualified personnel, including senior executives. Competition for such
personnel is intense and there can be no assurance that the Registrant will 
be successful in attracting and retaining such personnel.

No Dividend

The Registrant has never paid cash or other dividends. It is the policy of the 
Board of Directors of the Registrant to retain earnings to finance the growth 
and development of its businesses, and therefore, the Registrant does not 
anticipate paying cash dividends on its Common Stock in the near future.

ITEM 2.   PROPERTIES.

The Registrant's registered office is located at 5 Hazelton Avenue, 2nd Floor, 
Toronto, Ontario, Canada, M5R 2E1. The Registrant's principal executive offices 
are also located at  5 Hazelton Avenue, 2nd Floor, Toronto, Ontario, Canada, 
M5R 2E1and the telephone number is (416) 513-0191. The office is a leased 
facility paid for by the Registrant.

ITEM 3.   LEGAL PROCEEDINGS.

The Registrant is not the subject of any pending legal proceedings; and to the 
knowledge of management, no proceedings are presently contemplated against the 
Registrant by any federal, state, provincial or local government agency.

Further, to the knowledge of management, no officer or director of the 
Registrant is party to any action which has an interest adverse to the 
Registrant.

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

No matter was submitted to a vote of the Registrant's security holders during 
the Registrant's last five fiscal years. 

                            PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

(a)  Market Information.  

During the Registrant's 1992 fiscal year, it failed to meet certain listing 
criteria established by the National Association of Securities Dealers, Inc. 
("NASD") for trading on its NASDAQ service. The Registrant's listing was 
consequently removed from NASDAQ on May 12, 1992.

The Registrant's securities are currently traded over-the-counter on the OTC 
Bulletin Board under the symbol "GSAT". The table below shows the high and low 
bid of the Registrant's Common Stock during the past two fiscal years. 
Quotations reflect inter-dealer prices, without retail mark-up, mark-down or 
commission and may not represent actual transactions.

On December 24, 1997, the low bid and the high bid price for the Registrant's 
Common Stock was $0.09375 and $0.1875, respectively.

                                         Bid       
Quarter Ended                      High      Low  

     September 30, 1997           .25            .125      
     June 30, 1997                .4375          .125
     March 31, 1997               .3125          .0625
     December 31, 1996            .3125          .0625
     September 30, 1996           .625           .25  
     June 30, 1996               1.125           .50
     March 31, 1996              3.25            .25
     December 31, 1995            .75            .25  

(b)  Holders.  

The number of record holders of the Registrant's Common Stock as of December 24,
1997 was 972; this number does not include an indeterminate number of 
stockholders whose shares are held by brokers in street name. 

(c)  Dividends.  

There are no present material restrictions that limit the ability of the 
Registrant to pay dividends on Common Stock or that are likely to do so in 
the future. The Registrant has not paid any dividends with respect to its 
Common Stock, and does not intend to declare or pay dividends in the 
foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

The following discussion should be read in conjunction with the Consolidated 
Financial Statements of the Registrant and notes thereto contained in Item 7.

RESULTS OF OPERATIONS

During fiscal 1997, the Registrant had no revenue. Operations during the past 
fiscal year have consisted principally of the acquisition of IMS and the 
management of the development stage envirostructure related products and 
technologies acquired and subsequently disposed of by the Registrant. 

On January 19, 1996, the Registrant completed a reverse take-over, wherein all 
the shares of Windsor were exchanged one-for-one for shares of the Registrant's 
Common Stock, for majority control of the Registrant. Please see the 
Registrant's Form 8-K, dated January 30, 1996 and Form 8K/A, dated March 18, 
1996, which are incorporated herein by reference. 

On June 11, 1997, the Registrant completed a transaction whereby the Registrant 
acquired all the issued and outstanding shares of IMS. Please see Item 1. 
Business Background in this Form 10KSB.

Capital Resources and Liquidity

The Registrant may make presentations to various venture capital sources and 
others to raise additional capital. The Registrant is also pursuing possible 
strategic partnerships or collaborations with other companies interested in 
all aspects of the precious metals business from financing to raw metals 
extraction. The need for sustained funding of IMS' procurement programs drives
the Registrant's efforts to potentially raise additional capital from investors.
The Registrant may privately place debt or equity securities over the next 12 
months. It is anticipated that the majority of such funding would be utilized 
to finance IMS, to provide working capital and to repay certain indebtedness of
the Registrant. 

The Registrant has no bank lines of credit or other commercial financing 
sources at present and does not require any in the near future. Sufficient 
funding requirements for IMS and the Registrant have been provided by a 
stockholder who is also a director of the Registrant. It is not known whether 
additional funds could be borrowed from the stockholder or other sources and
such is not contemplated by management of the Registrant at the present time.

Going Concern Qualification

The auditor of the Consolidated Financial Statements of the Registrant have 
stated that the Consolidated Financial Statements have been prepared on a 
going-concern basis. That basis of accounting contemplates the realization of
assets and the satisfaction of liabilities in the normal course of conducting
business operations. As shown in the Consolidated Financial Statements in 
Item 7, operations for the fiscal year ended September 30, 1997 resulted in a 
net income of $57,146, and as of that date the Registrant had stockholders' 
equity of $6,289. The Registrant's future is dependent on its ability to develop
cash flow from its IMS subsidiary, or to continue to obtain additional capital 
or adequate financing to fund its operations.

Management believes that IMS' business is sufficiently developed to facilitate 
the development of cash flow needed for continued operations and to justify the
sale of debt or equity securities to investors. 

ITEM 7.   FINANCIAL STATEMENTS.

Consolidated Financial Statements of the Registrant for the fiscal year ended 
September 30, 1997 and the Notes thereto begin on the following page.

                         Independent Auditors Report

Board of Directors
Globesat Holding Corp.

I have audited the accompanying balance sheets of Globesat Holding Corp. as of
September 30,1997 and 1996, and the related statements of operations, 
stockholders' equity, and cash flows for the years ended September 30, 1997, 
1996 and 1995. These financial statements are the responsibility of the 
Registrant's management. My responsibility is to express an opinion on these 
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. 
Those standards require that I plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatements. 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 the significant 
estimates made by management, as well as evaluating the overall financial 
statements presentation. I believe that my audit provides a reasonable basis 
for my opinion.

The accompanying financial statements have been prepared assuming that the 
Registrant will continue as a going concern. As discussed in Note #16 to the 
financial statements, the Registrant has suffered recurring losses from 
operations and has a working capital deficiency that raises substantial doubt 
about its ability to continue as a going concern. The financial statements do 
not include any adjustments that might result from the outcome of this 
uncertainty. 

In my opinion, the aforementioned financial statements present fairly, in all 
material respects, the financial position of Globesat Holding Corp., as of 
September 30, 1997 and the results of its operations and cash flows for the 
years ended September 30, 1997, 1996 and 1995, in conformity with generally 
accepted accounting principles.

Salt Lake City, Utah
January 11, 1998

                         Schvaneveldt & Company
                 Per: /S/ Darrell Schvaneveldt 


                     GLOBESAT HOLDING CORP.
                  CONSOLIDATED BALANCE SHEETS
 FOR THE PERIOD SEPT. 30, 1995 TO THE YEAR ENDED SEPT. 30, 1997

<TABLE>   

<CAPTION>                                 1997                 1996
   
<S>                                      <C>                  <C> 

Current Assets

Cash                                    $7,304              $14,744 
Standby Letter of Credit               535,300                    - 
Inventory                                    -                4,712 
Vendor Deposit                           2,000                    -
Notes Receivable                        72,000                    - 
Accrued Interest Receivable              5,139                    - 
                                      ________              _______
Total Current Assets                  $621,743              $19,456 

Property and Equipment
   Office Equipment                      3,024                3,864 

Other Assets
   Novatone License                          -               67,500 
   Distribution Agreement                    -                3,000
                                      ________              _______
Total Assets                          $624,767              $93,820 
                                      ========              =======

Current Liabilities

Accounts Payable                         3,551              75,853 
Management Fees Payable                 27,500                   - 
Franchise Tax Payable                      400                 300 
Accrued Interest Payable                27,784               8,744 
Notes Payable                          606,500             125,000 
                                      ________            ________ 
Total Current Liabilities             $665,735            $209,897 

Stockholders' Equity

Common Stock, $0.01 Par Value,
   15,000,000 Shares Authorized
   11,565,676 Shares Issued and
   Outstanding Retro-Actively 
   Restated                          $115,657              $51,437 

Additional Paid-In Capital          3,289,216            3,288,216 
Accumulated Defect                ($3,445,841)         ($3,455,730)
                                     _________           __________
Total Stockholders' Equity           ($40,960)           ($116,077)

Total Liabilities and Stockholders'  ________              _______
Equity                               $624,767              $93,820 
                                     ========              =======

The accompanying notes are an integral part of these financial statements.
</TABLE>

<TABLE>
                     GLOBESAT HOLDING CORP.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                SEPTEMBER 30, 1997, 1996 & 1995
                                
<CAPTION>
                               
                                
                               1997             1996             1995
<S> b                         <C>              <C>              <C>
Revenues

Interest                       $5,139               $0             $437
                               ______           ______           ______
Total Revenues                 $5,139               $0             $437
            
Expenses
  Bad Debt                         $0               $0          $25,000
  Professional Fees            11,964          104,360                0
  G&A                          63,334           16,266           19,179
  Interest                     34,691            8,744                0
  Management Fees Payable      27,500                0                0
  Depreciation                    840              350                0
  Amortization                  5,150            7,500                0
  Royalties                    75,000           75,000                0
  Research & Development            0            9,855                0
  Consulting Fees                   0           33,669                0
                             ________         ________          _______ 
Total Expenses               $218,479         $255,744          $44,179
                                
Loss from Operations        ($213,340)       ($255,744)        ($43,742)
                                
Discontinued Operations                              
                                
Gain on Disposition 
  of Assets                        $0               $0           $2,000 

Gain Realized on Debt 
  Forgiveness                 223,229                0                 0 
                             ________        __________         _________     
Net Income (Loss)              $9,889        ($255,744)         ($41,742)
                             ========        ==========         =========     
                                
Per Share Data
Net Income (Loss)               $0.00           ($0.07)            ($0.20)
                                
Weighted Average Common
Shares Outstanding          6,832,750         3,424,450            207,319
                              
                                
The accompanying notes are an integral part of these financial statements
</TABLE>

<TABLE>

                     GLOBESAT HOLDING CORP.
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 FOR THE PERIOD OCT. 1, 1994 TO THE YEAR ENDED SEPT. 30, 1997
                                
<CAPTION>
                                  Shares    Common     Paid-In  (Accumulated
                                  Issued     Stock     Capital       Defecit)
<S>                              <C>       <C>         <C>      <C> 
                               
Balance, Sept. 30, 1994
Retrocatively Restated          $164,130    $1,640  $3,198,80     ($3,158,244)
                               
Shares Issued to Acquire 
Assets                            35,870       360      26,542                  
                                
Shares Issued for Services       100,000     1,000       4,000 
                                
Net Loss for Year Ended 
Sept. 30, 1995                                                        (41,742)
                                  
Balance, Sept. 30, 1995          300,000     3,000    3,229,345    (3,199,986)
                               
Shares Issued by Transfer Agent 
for Rounding                        676          7           (7)
                                
Shares Issued to Acquire 
Subsidiary                    3,735,000     37,350        56,658 
                                
Shares Issued in Lieu of 
Cash for Services Rendered 
Per Share                       805,000      8,050                       
                                
Shares Issued for Cash at 
$0.75 per Share                   3,000         30         2,220 
                                
Shares Issued in Lieu of Cash 
to Acquire Novacrete License    300,000      3,000 
                                
Net Loss for Year Ended 
Sept. 30, 1996                                                        (255,744)
                                
Balance, Sept. 30, 1996       5,143,676      51,437    3,288,216    (3,455,730)
                                
Shares Issued to Acquire 
IMS Subsidiary                6,072,000      60,720 
                                
Shares Issued in Lieu of 
Cash as Finders Fee             750,000       7,500 
                                
Shares Retracted for 
Cancellation of Novacrete 
License                       (300,000)     (3,000)        
                                
Shares Retracted for 
Cancellation of Novacrete                                 
License from Finder           (100,000)     (1,000)        1,000 
                                
Net Income for Year Ended                                                9,889 
Sept. 30, 1997                       
                            __________     ________    __________   ___________ 
Balance, Sept. 30, 1997     11,565,676     $115,657    $3,289,216   ($3,445,841)
                            ==========     ========    ==========   ===========
                             
The accompanying notes are an integral part of these financial statements
</TABLE>
<TABLE>
                     GLOBESAT HOLDING CORP.

        
               CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996, AND 1995.

<CAPTION>
                                               1997         1996         1995
<S>                                           <C>          <C>          <C>

Cash Flows from Operating Activities
Net Income (Loss)                            $9,889     ($255,744)    ($41,742)

Adjustments to Reconcile Net Income 
(Loss) to Net Cash Provided by 
Operating Activities:
Depreciation and Amortization                 5,990        7,850            0 
Non Cash Expenses                             7,500            0            0
Gain on Disposal of Assets                 (223,229)           0            0 

Changes in Operating Assets & Liabilities:
Increase (Decrease) in Inventory                  0       (4,712)           0 
Increase in Accrued Interest Receivable      (5,139)           0            0
Increase in Vendor Deposits                  (2,000)           0            0
Increase (Decrease) in Accounts Payable       2,465       74,853            0 
Increase in Franchise Tax Payable               100          300            0 
Increase in Accrued Interest Payable         27,784        8,744            0 
Increase in Accrued Management Fee           27,500            0            0 
Rounding Adjustments                              0            0          199 
                                           ________    _________     ________
Net Cash Used by Operating Activities      (149,140)    (100,214)     (11,543)

Cash Flows from Investing Activities
Purchase of Equipment                             0       (4,214)           0 
Purchase of Novatone License                      0      (75,000)           0 
Disposal of Novatone License                 70,500            0            0 
                                            _______     _________      _______ 
Net Cash Used by Investing Activities        70,500      (79,214)            0 

Cash Flows from Financing Activities
Increase in Standby Letter of Credit        535,300             0           0 
Increase in Notes Payable                    71,200       125,000           0 
Increase in Capital Stock                         0        62,715           0 
Net Cash Used by Investing                 ________      ________     ________ 
   Activities                               606,500       187,715           0 
                                           ________      ________     ________
(Decrease) Increase in Cash & 
Cash Equivalents                            527,860         8,287     (11,543)

Cash & Cash Equivalents at                   14,744         6,457      18,000 
Beginning of Year             
                                           ________      ________     ________
Cash & Cash Equivalents at End of Year     $542,604       $14,744      $6,457 
                                           ========      ========      ========
Cash Used by Certain Operating Activities
  Interest                                  $33,141        $8,744          $0   
  Taxes                                           0             0           0

Significant Non Cash Transactions
  Issued 300,000 Shares to Acquire
    Distribution Rights                           0         3,000           0
  Issued 4,159,400 Shares In Lieu of
    Cash for Services                             0        41,594           0
  Issued 750,000 Shares in Lieu of Cash
    for Services                              7,500             0           0
  Issued 6,072,000 Shares to Acquire 100% 
    of IMS - Assets are Intangible Assets         0             0           0 
  Cancelled 400,000 Shares Issued in Prior
    Years                                         0             0           0

</TABLE>
The accompanying  notes are an integral part if these financial statements.

 
                     GLOBESAT HOLDING CORP.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE #1 - Corporate History

Globesat Holding Corp. (the "Company") was incorporated on November 20, 1980
under the laws of the state of Utah using the name "Sure Investment Company". 
On October 22, 1987, Articles of Amendment were filed changing the name to 
Globesat Holding Corp.

The Articles of Incorporation grant the corporation power to engage in any legal
activity or any activity authorized by the laws of the United States and the 
state of Utah.

The Company disposed of Windsor Acquisition Corp. ("Windsor"), a wholly owned
subsidiary and the assets held by Windsor. Globesat Infrastructure Technologies 
Corp. ("Globesat I.T."), a wholly owned subsidiary was also disposed of during 
the year ended September 30, 1997.
 
The Company issued 6,072,000 shares of its common stock pursuant to Regulation S
to acquire 100% of the outstanding common shares of International Monetary 
Services Inc. ("IMS"), a Cayman Islands Corporation.

NOTE #2 - Significant Accounting Policies

(A) The Registrant uses the accrual method of accounting.

(B) Revenues and directly related expenses are recognised in the period when the
goods are shipped to the customer.

(C) The Registrant considers all short term, highly liquid investments that are 
readily convertible within three months, to known cash equivalents. The 
Registrant currently has no cash equivalents.

(D) Primary Earnings Per Share amounts are based on the weighted average number 
of shares outstanding at the dates of the financial statements. Fully Diluted 
Earnings Per Share shall be shown on stock options and other convertible issues
that may be exercised within ten years of the financial statement dates.

(E) Inventories: Inventories are stated at the lower of cost, determined by the 
FIFO method or market.

(F) Consolidation Policies: The accompanying consolidated financial statements 
include the accounts of the Registrant and its wholly-owned subsidiaries. Inter-
company transactions and balances have been eliminated in consolidation.

(G) Foreign Currency Translation/Remeasurement Policy: The Registrant has no on
site operations in foreign countries. All purchases and sales in foreign 
countries are concluded in American dollars. If at future dates assets and 
liabilities occur in foreign countries they will be recorded at historical 
cost and translated at exchange rates in effect at the end of the year. Income
Statement accounts are translated at the average exchange rates for the year. 
Translation gains and losses shall be recorded as a separate line item in the 
equity section of the financial statements.

(H) Depreciation: The cost of property and equipment is depreciated over the 
estimated useful lives of the related assets. The cost of leasehold improvements
is depreciated (amortised) over the lesser of the length of the related assets 
or the estimated lives of the assets. Depreciation is computed on the straight-
line method for reporting purposes and for tax purposes.

(I) Estimates: The preparation of the financial statements in conformity with 
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could defer from those estimates.

NOTE #3 - Non Cash Investing & Financing Activities

Effective June 11, 1997, the Company completed a transaction with Richard S. 
Schapler, whereby the Company acquired all the issued and outstanding shares 
of IMS. The Company acquired 100 percent of IMS by issuing an aggregate of 
6,072,000 shares of its common stock to individuals and entities directed by 
Richard S. Schapler. The Company also issued 750,000 shares to 21st Century
Health Care Inc. ("21st Century"), a corporation organized under the laws of 
the Province of Ontario, as a finder's fee with respect to the acquisition of 
IMS. 

NOTE #4 - Stock Options

The Company has issued stock options to acquire 1,558,000 shares of its common
stock. The options were returned to the Company as a part of the disposal of its
two wholly owned subsidiaries.

Pursuant to the Company's 1996 Qualified Stock Option Plan adopted January 23, 
1996 which authorizes the issuance of 2,000,000 shares from time to time at 
prices set by the Compensation Committee of the Board of Directors, the Company
has no outstanding stock options at September 30, 1997.
 
NOTE #5   The Disposal of Windsor Acquisition Corp. and Globesat Infrastructure
Technologies Corp.

Pursuant to the acquisition of IMS, the Company disposed of its entire 
shareholdings of its two wholly-owned subsidiaries, Windsor and Globesat I.T..
At the time of the disposal, Windsor had notes payable of $125,000, royalties 
payable of $150,000, accrued interest payable of $15,291, the Novatone license 
valued at $62,500 and inventory of $4,712. In connection with the disposal of 
Windsor, all assets and liabilities of Windsor are no longer reflected in the 
consolidated financial statements of the Company. 

With respect to the disposal of Globesat I.T., 300,000 shares were returned to 
the treasury of the Company. All assets and liabilities of Globesat I.T. are
no longer reflected in the consolidated financial statements of the Company. 

NOTE #6   Debt Forgiveness

With respect to the sale of Windsor and Globesat I.T., the Company has recorded 
$223,229 as other revenue realized from the forgiveness of debt.

NOTE #7 - Notes Payable

IMS has issued five notes payable, in the principal amounts of $535,300, 
$22,000, $22,000, $16,000, and $11,200 respectively, to Richard S. Schapler, a 
former shareholder of IMS and current shareholder and Director of the 
Registrant. Each note bears interest at a rate of 15% per annum. IMS has made
no payments of interest in connection with these notes and, as such, has 
accrued interest of $27,784. 

NOTE #8 - Notes Receivable

IMS has issued two demand promissory notes in connection with its business in 
the amount of $50,000 and $22,000. Each note bears interest at a rate of 15% 
per annum and has a maturity of one month from the date of issue. Each note 
is currently accruing interest at a rate of 3 percent per month. IMS has 
received no payments of interest in connection with these notes and, as such
has accrued interest receivable of $5,139. 

NOTE #9   Standby Letter of Credit

A Standby Letter of Credit ("SBLC") is in place for $530,000 with respect to 
certain precious metals contracts entered into by IMS. The SBLC is irrevocable 
and transferable and has been issued by the Royal Bank of Canada in New York, 
New York. The SBLC is secured by a term deposit made by Richard S. Schapler, 
a director and shareholder of the Company.

NOTE #10 - Depreciation

The Company capitalises the purchase of equipment and fixtures for major 
purchases in excess of $1,000 per item. Capitalised amounts are depreciated 
over the useful life of the assets using the straight-line method of 
depreciation.

Scheduled below are the assets, costs, lives, and accumulated depreciation at 
September 30, 1997 and September 30, 1996.

              September 30                     Depreciation      Accumulated
              1997    1996                     Expenses          Depreciation

Assets           Cost        Cost     Life      1997     1996   1997    1996
Furniture &
Fixtures       $4,214      $4,214       5       $840     $350  $1,190   $350  

NOTE #11 - Consulting Agreements

The Company has entered into a consulting agreement with Lee A. Greenspoon, 
President and Chief Executive Officer of the Company, for management services
which includes a base management fee of $100,000 and a bonus representing 5% of 
earnings before interest and taxes in fiscal 1997/1998. Mr. Greenspoon is an 
officer, director and shareholder of the Company.

Currently, no portion of the management fee has been paid to Mr. 
Greenspoon. Currently, the Company has $27,500 in accrued management fees 
payable.

NOTE #12   Cancellation of Distributor Agreement

The Company received back 300,000 shares of its common stock pursuant to a
cancelled Supply and Distribution Agreement dated July 31, 1996 between Globesat
I.T., Stratford Acquisition Corp., a Minnesota company, and Supercrete N/A 
Limited, a Turks and Caicos Islands company.  

NOTE #13   Novatone License

Pursuant to the acquisition of IMS, the Company sold its entire shareholdings of
its wholly owned subsidiary, Windsor. At the time of the sale, Windsor has 
royalties payable of $150,000, the Novatone License valued at $62,500 and 
inventory of $4,712. In connection with the disposal of Windsor, all assets are 
no longer reflected in the consolidated financial statements of the Company.

NOTE #14 - Net Operating Loss Carryforward for Income Tax Purposes

The Company has majority shareholder control changes and changes in business 
operations that will make utilization of prior losses remote. They are therefore
considered not useable and no report is made of them. The Registrant has 
incurred losses that can be carried forward to offset future earnings if 
conditions of the Internal Revenue Codes are met. These losses are as follows:

     Year of Loss        Amount              Expiration Date

September 30, 1996       $247,645                 2011
September 30, 1997             $0                 2012 

The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate 
deferred tax expense. Net operating losses would create possible tax assets 
in future years. Due to the uncertainty as to the utilization of net operating 
loss carryforwards, an evaluation allowance has been made to the extent of any
tax benefit that net operating losses may generate.

                                             1997        1996         1995

Current Tax Asset Value of Net Operating


Loss Carryforwards at Current Prevailing
Federal Tax Rate                             $80,398    $82,990          $0
Evaluation Allowance                         (80,398)   (82,990)          0

     Net Tax Asset                                $0         $0          $0
                                             =======    =======     =======
     Current Income Tax Expenses                   0          0           0
     Deferred Income Tax Expenses                  0          0           0

NOTE #15  - Related Party Transactions

Pursuant to the acquisition of IMS on June 11, 1997, the Company entered into 
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Company, whereby the Company sold all 
its shares of its wholly-owned subsidiary, Windsor, to Mr. Greenspoon for $1.00.
As at such date, Windsor had not earned any revenues since its incorporation, 
had outstanding accrued liabilities in excess of $300,000 (approximately half 
of which were owed to Mr. Greenspoon, directly and indirectly) and, in the view
of management of the Company, had no prospects to earn any revenue in the 
foreseeable future. Windsor held an exclusive global license to market and 
distribute a cosmetic product known as the Novatone Facial Toner.
     
On June 11, 1997, the Company also entered into a share purchase 
agreement with Mel B. Greenspoon, whereby the Company sold all its shares 
of its wholly-owned subsidiary, Globesat I.T., to Mr. Greenspoon for $1.00. 
As at such date, Globesat I.T. had not earned any revenues since its 
incorporation, held certain distribution rights which were being challenged by
the ultimate holder of the underlying rights and, in the view of management of
the Company, had no prospects to earn revenue in the foreseeable future. 
     
NOTE #16 - Going Concern

The Company's consolidated financial statements have been prepared on the 
basis that it is a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company
has incurred recurring losses over the past three years and has a working 
capital deficit at September 30, 1997, 1996 and 1995. The consolidated
financial statements do not include any adjustments relating to the 
recoverability of assets or classification of liabilities or any other 
adjustments that might be necessary should the Registrant be unable to continue
as a going concern. 

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

On March 7, 1995, the Registrant dismissed Silverman Olson Thorvilson & Kaufmann
Ltd. as its accountants and engaged Schvaneveldt and Registrant of Salt Lake 
City, Utah as its new accountants. There were no disagreements between the 
Registrant and Silverman Olson Thorvilson & Kaufmann Ltd. with regard to 
accounting and financial disclosure. For a further discussion of this change 
in accountants, please see the Registrant's Form 8-K, dated March 7, 1995, 
which has been previously filed with the Securities and Exchange Commission and 
is incorporated herein by reference.

                            PART III

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

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and the nature of all positions and 
offices held by all Directors and Officers of the Registrant for the fiscal 
year ending September 30, 1997, and to the date hereof, and the period or 
periods during which each such Director or Officer served in his or her 
respective positions.  

<TABLE>
<CAPTION>
                                          Date of             Date of   
                        Positions         Election or         Termination
Name                    Held              Designation         or Resignation
<S>                    <C>               <C>                 <C>   



Mel B. Greenspoon        Chairman,              01/96               06/97
                         Chief Executive
                         Officer, and           01/96               06/97
                         Director               01/96               06/97

Allan Greenspoon         President,             01/96               12/96
                         Chief Financial
                         Officer, and           01/96               06/97 
                         Director               01/96               06/97

Lee A. Greenspoon        Executive Vice
                         President,             01/96               12/96
                         President,             12/96                   *
                         Chief Operating
                         Officer,               12/96               06/97
                         Chief Executive        06/97                   *
                         Officer, and 
                         Director               01/96                   *

Michael J. Bellman       Vice President         12/96               06/97

Darryl R. Lustig(1)      Director               01/96                   *

Allan H. Ingles          Director               06/97                   *

Richard H. Schapler      Director               06/97                   *

Lorie W. Lovejoy         Director               06/97                   *

Avi S. Greenspoon        Secretary              01/96                   *

Jack R. Coombs           President, and         12/93                01/96
                         Director               12/93                01/96

Sandra E. Hansen         Vice President, and    02/94                01/96
                         Director               02/94                01/96

Sheryl A. Ross           Secretary,             12/93                01/96
                         Treasurer, and         12/93                01/96
                         Director               12/93                01/96 
</TABLE>
Notes:

*   These persons presently serve in the capacities indicated opposite their 
    respective names.
    (1) Member of the Compensation Committee.

TERM OF OFFICE

The term of office of the current Directors shall continue until the next
annual meeting of stockholders, which is scheduled to be held in February of 
each year or such other time as designated by the Board of Directors. No annual 
meeting has been held for the past four fiscal years as the Registrant has been
substantially inactive during these periods; however, according to the Utah 
Revised Business Corporation Act, the failure to hold an annual meeting has had
no adverse effect on the actions taken by the Board of Directors and Officers 
during these periods.

The annual meeting of the Board of Directors immediately follows the annual 
meeting of stockholders, at which Officers for the coming year are elected. 
As well, the Board of Directors may from time to time appoint such other 
Officers as it deems appropriate.

BUSINESS EXPERIENCE

Lee A. Greenspoon (29), is President and Chief Executive Officer and a Director
of the Registrant. Mr. Greenspoon has a Master of Business Administration 
degree, a Master of Real Property Development diploma, and a Bachelor of Arts 
degree in Urban Geography. From January 1995 to October 1995, he was Managing 
Director of Seidenstrasse Development Corporation, an international merchant 
banking company specializing in infrastructure-related projects in the 
People's Republic of China. While with Seidenstrasse, he initiated several 
projects involving cementitious products, water supply and disposal systems, 
and heavy construction equipment. From May 1993 to January 1995, he was Vice 
President, Market Development of Bariston Inc., a company specializing in 
Latin American and Eastern European export development and technology transfer.
Mr. Greenspoon joined Bariston at its inception and was responsible for 
developing the strategic vision of the company, as well as the development and
management of strategic alliances in Argentina, Chile, China, and Mexico. Mr. 
Greenspoon was also responsible for the formation of Bariston's advisory board,
which included chief executives from a number of large North American companies.
Mr. Greenspoon has been a special lecturer on international business strategy at
the Schulich School of Business in Toronto, Canada and the Universitad de 
Catholica in Santiago, Chile. Mr. Greenspoon has led and taken part in a 
number of international trade missions.

Darryl R. Lustig, (40), is a Director of the Registrant. Mr. Lustig is currently
Corporate Vice President, Sales and Marketing of Colonial Health Care Supply 
Registrant of Lake Zurich, Illinois, a subsidiary of Bergen Brunswig 
Corporation. Prior to joining Colonial, Mr. Lustig was responsible for the 
start-up of Gibeck, Inc. in the United States, which specializes in the 
manufacturing and distribution of anesthesia and respiratory supplies. Mr. 
Lustig has extensive experience in the area of distribution, having spent the
last 18 years in sales and marketing positions in the health care industry, 
both with manufacturing and distribution companies, domestically and 
internationally.

Allan H. Ingles (56), a director, resides in Toronto, Canada. Mr. Ingles is 
President of  the Salesmaster Corporation of America (Canada) Limited, an 
importer, distributor and manufacturer of pharmaceutical and health care 
products for the Canadian and United States markets. Salesmaster has the 
exclusive distribution rights for Penaten baby products and Kwai garlic
supplements for the Canadian market. Mr. Ingles is a pharmacist, educated at 
the University of Toronto. 

Lorie W. Lovejoy (64) , a director, resides in the Bahamas. Mr. Lovejoy has had
extensive international experience being involved in various aspects of trade 
finance, commodities sourcing and contracting, precious metals wholesaling, 
and various exporting businesses. Mr. Lovejoy formerly owned a fishing fleet 
and resided in Chile. Mr. Lovejoy was also the founder of a company 
specialising in retirement community development. 

Richard S. Schapler (50) , a director, resides in the Cayman Islands. Mr. 
Schapler has over 15 years experience in the precious metals business, as well 
as extensive securities, commodities and brokerage experience. Mr. Schapler has 
had experience in the mobile home industry at the park development, financing, 
sales and general management levels. Mr. Schapler also has a background in the 
music industry as a performer and recording executive producer.

Avi S. Greenspoon, age 28, is the Secretary of the Registrant. Mr. Greenspoon is
a lawyer and a member of the Bar of the Province of Ontario. Mr. Greenspoon is 
an associate in the securities practice group at Fogler, Rubinoff, a Toronto 
based law firm.

FAMILY RELATIONSHIPS

Messrs. Lee A. Greenspoon and Avi S. Greenspoon are brothers and are both a 
cousin to Mr. Darryl R. Lustig.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the knowledge of management, during the past five years, no present or former
Director, person nominated to become a Director, Officer, promoter or control 
person of the Registrant: 

(1) was a general partner or executive officer of any business by or against 
which any bankruptcy petition was filed, whether at the time of such filing 
or two years prior thereto;
 
(2) was convicted in a criminal proceeding or named the subject of a pending 
criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or 
temporarily enjoining him from or otherwise limiting in any type of business,
securities or banking activities; and 

(4) was found by a court of competent jurisdiction (in a civil action), the 
Securities and Exchange Commission or the Commodity Futures Trading Commission 
to have violated a federal or state securities or commodities law, and the 
judgment has not been reversed, suspended, or vacated. 

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following statements were filed with the Securities and Exchange Commission 
during the fiscal year ending September 30, 1997: Form 3 (Initial Statement of 
Beneficial Ownership of Securities) for Ralst & Co. Ltd., JMR Ltd., 
Slalom Investments Ltd., Richard S. Schapler and 21st Century Health Care.

ITEM 10.  EXECUTIVE COMPENSATION.

On January 24, 1996, the Registrant registered and filed with the Securities and
Exchange Commission on Form S-8 its 1996 Nonqualifying Stock Option Plan and, 
separately on Form S-8, its 1996 Qualified Stock Option Plan, both of which are 
incorporated herein by reference. The Registrant registered 2,000,000 shares of 
its Common Stock under each plan. Commensurate with the resignation of Allan 
Greenspoon and Michael Bellman as Officers and Directors of the Registrant, 
stock options in the amount of 500,000 and 250,000 shares which were granted and
not exercised were cancelled. As well, a grant of 500,000 stock options to Lee 
A. Greenspoon were also cancelled upon the entering into of his management 
services agreement with the Registrant.  

SUMMARY COMPENSATION TABLE

The following table sets forth the aggregate compensation paid by the Registrant
for services rendered for the fiscal year ended September 30, 1997 (the table 
has been divided for ease of presentation):


<TABLE>

Annual Compensation
<CAPTION>
                           
                                                            
(a)                         (b)          (c)          (d)           (e)
Name and Principal          Year Ended   Salary       Bonus ($)     Other Annual
Positions                   Sept. 30                                Compensation
<S>                        <C>          <C>          <C>           <C>                                       
Lee A. Greenspoon 
President, Chief Executive
Officer and Director*       1997              0              0             0
                                
Darryl R. Lustig
Director                    1997              0              0             0
                               
Avi S. Greenspoon
Secretary                   1997              0              0             0
                                
Allan H. Ingles
Director                    1997              0              0             0
                               
Lorie W. Lovejoy
Director                    1997              0              0             0
                                
Richard S. Schapler
Director                    1997              0              0             0
</TABLE>
                                

* Lee A. Greenspoon has a consulting agreement with the Registrant that 
includes the payment of a management fee and a performance bonus. Mr. 
Greenspoon is not deemed an employee of the Registrant. 

<TABLE>

                     Long Term Compensation
<CAPTION>

(a)                  (b)        (f)          (g)          (h)     (i)
Name and Principal   Year Ended Restricted   Securities   LTIP     All Other
Positions            Sept. 30   Stock Awards Underlying   Payouts  Compensation
                                             Options/SARs#
<S>                 <C>        <C>          <C>          <C>      <C> 
Lee A. Greenspoon
President and Chief
Executive Officer
and Director*       1997        0            0/0           0        0

Darryl R. Lustig
Director            1997        0            0/0           0        0

Avi S. Greenspoon
Secretary           1997        0            0/0           0        0

Allan H. Ingles
Director            1997        0            0/0           0        0

Lorie W. Lovejoy    1997        0            0/0           0        0
Director

Richard S. Schapler
Director            1997        0            0/0           0        0
</TABLE>

* Lee A. Greenspoon has a consulting agreement with the Registrant that includes
the payment of a management fee and a performance bonus. Mr. Greenspoon is not 
deemed an employee of the Registrant. 

OPTION/SAR GRANTS

On January 24, 1996, the Registrant filed its 1996 Nonqualifying Stock Option 
Plan and its 1996 Qualified Stock Option Plan, both on Form S-8, with the 
Securities and Exchange Commission. A total of 2,000,000 shares of Common 
Stock were registered under each plan. The Registrant has granted under the 
1996 Nonqualifying Stock Option Plan 308,000 stock options, in the aggregate,
to certain consultants of the Registrant in lieu of cash payment for services. 
None of these consultants were Officers, Directors or affiliates of the 
Registrant at the date of such grant and, none are Officers, Directors or 
affiliates of the Registrant as of the date hereof. As of the date hereof, 
all of the aforementioned 308,000 options have been exercised.

As of September 30, 1997, there are no outstanding options granted to Directors 
or Officers of the Registrant from its 1996 Qualified Stock Option Plan. 

LONG-TERM INCENTIVE PLAN AWARDS TABLE

There are no long-term incentive plans of the Registrant.

As indicated previously in this Item, on January 24, 1996, the Registrant filed 
two S-8 Registration Statements, one to register its 1996 Nonqualifying Stock 
Option Plan and the other to register its 1996 Qualified Stock Option Plan, 
both of which are incorporated herein by reference. The Registrant registered
2,000,000 shares of its Common Stock under each plan.

COMPENSATION OF DIRECTORS

No compensation has been paid or is payable to the Directors of the Registrant 
in their capacity as such.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS

There are no employment contracts between the Registrant and any of its 
Directors or Officers. Lee Greenspoon has a consulting agreement with the 
Registrant that contemplates the payment of a management fee and a performance 
bonus. 

There are no compensatory plans or arrangements, including payments to be 
received from the Registrant, with respect to any person named in the Summary
Compensation Table of this Item, which would in any way result in payments to
such person because of his or her resignation, retirement or other termination
of such person's employment with the Registrant, or any change in control of 
the Registrant, or a change in the person's responsibilities following a change 
in control of the Registrant.

REPORT ON REPRICING OF OPTIONS/SARS

None.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth the shareholdings of the Registrant's present 
Officers and Directors and those persons known to management who beneficially
own more than 5% of the Registrant's Common Stock as of December 24, 1997.

<TABLE>
 
(1)              (2)                            (3)                  (4)
Title of Class   Name and Address of            Amount and Nature     Percent of
                 Beneficial Owner               of Beneficial Owner   Class
<S>             <C>                            <C>                   <C> 

Common Stock     Lee A. Greenspoon(2) 
                 11 Wetherby Circle, Thornhill,
                 Ontario, Canada, L3T 7R8          750,000            6.48%

Common Stock     Darryl R. Lustig 
                 55 Oakwood Road, Lake Zurich,
                 Illinois                                0               0%

Common Stock     Lorie W. Lovejoy
                 P.O. Box S-S19402
                 Nassau, Bahamas                         0               0%

Common Stock     Allan H. Ingles
                 103 Mossgrove Trail
                 North York, Ontario                43,371           0.037%

Common Stock     Ralst & Co. Ltd
                 P.O. Box 1495,George Town,
                 Grand Cayman, Cayman Islands,
                 B.W.I.                          1,179,699            10.2%

Common Stock     Slalom Investments, Ltd.
                 P.O. Box 866,Anderson Square
                 Building, George Town, Grand
                 Cayman, Cayman Islands,B.W.I.   2,394,095            20.7%

Common Stock     JMR Ltd.
                 P.O. Box S-S19402, Nassau,
                 The Commonwealth of the
                 Bahamas                         1,179,699            10.2%

Common Stock     Richard S. Schapler
                 P.O. Box 206  Northside,
                 GrandCayman, Cayman Islands,
                 B.W.I.                          1,145,022             9.9%

Common Stock     Michael J. Bellman
                 128 Clansman Blvd., North York,
                 Ontario, Canada  M2H 1Y1          578,533             5.0%

Common Stock     Avi S. Greenspoon
                 104 MacArthur Drive , Thornhill,
                 Ontario  L4J 8J6                  572,336             4.9%

Common Stock     21st Century Health Care Inc.
                 135 West Beaver Creek,
                 Richmond Hill, Ontario.           750,000             6.48%

Common Stock     Mimi Greenspoon
                 85 Skymark Drive, Suite 1703
                 North York, Ontario               600,000             5.19%
</TABLE>
          
Notes:

The Officers and Directors of the Registrant collectively as a group own an 
aggregate of 6,691,886 shares of Common Stock, representing approximately 58% 
of the issued and outstanding Common Stock of the Registrant, on a fully diluted
basis. 

CHANGES IN CONTROL

To the knowledge of management of the Registrant, there are no present 
arrangements or pledges of the Registrant's securities which may result in a 
change of control.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Pursuant to the acquisition of IMS on June 11, 1997, the Registrant entered into
a share purchase agreement with Mel B. Greenspoon, who, at the time was Chairman
and Chief Executive Officer of the Registrant, whereby the Registrant sold all 
its shares of its wholly-owned subsidiary, Windsor Acquisition Corp. 
("Windsor"), to Mr. Greenspoon for $1.00. As at such date, Windsor had not 
earned any revenues since its incorporation, had outstanding accrued liabilities
in excess of $300,000 (approximately half of which were owed to Mr. Greenspoon, 
directly and indirectly) and, in the view of management of the Registrant, had 
no prospects to earn any revenue in the foreseeable future. Please see the 
Registrant's Form 8-K, dated June 27, 1997, which is incorporated herein by 
reference. Windsor held an exclusive global license to market and distribute 
a cosmetic product known as the Novatone Facial Toner.
     
Also, on June 11, 1997, the Registrant also entered into a share purchase 
agreement with Mel B. Greenspoon, whereby the Registrant sold all its shares 
of its wholly-owned subsidiary, Globesat Infrastructure Technologies Corp. 
("Globesat I.T."), to Mr. Greenspoon for $1.00. As at such date, Globesat I.T.
had not earned any revenues since its incorporation, held certain distribution
rights which were being challenged by the ultimate holder of the underlying 
rights and, in the view of management of the Registrant, had no prospects to 
earn revenue in the foreseeable future. Please see the Registrant's Form 8-K, 
dated June 27, 1997, which is incorporated herein by reference.

IMS has issued five notes payable, in the principal amounts of $535,300, 
$22,000, $22,000, $16,000, and $11,200 respectively, to Richard S. Schapler, 
a former shareholder of IMS and current shareholder and Director of the 
Registrant. Each note bears interest at a rate of 15% per annum. IMS has made
no payments of interest in connection with these notes and, as such has accrued
interest of $27,784. 

TRANSACTIONS WITH PROMOTERS

None.

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

REPORTS ON FORM 8-K

A report on Form 8-K was filed by the Registrant on June 27, 1997.

EXHIBITS

Exhibit No.         Description

3.1            Articles of Incorporation of the Registrant (incorporated by 
               reference to Exhibit 3.1 to the Registrant's Form 10-KSB for the 
               fiscal year ended September 30, 1994).

3.2            Articles of Amendment to the Articles of Incorporation of
               the Registrant, filed on November 2, 1987 (incorporated by 
               reference to Exhibit 3.3 to the Registrant's Form 10-KSB 
               for the fiscal year ended September 30, 1994).

3.3            Articles of Amendment to the Articles of Incorporation of
               the Registrant, filed on April 2, 1990 (incorporated by 
               reference to Exhibit 3.3 to the Registrant's Form 10-KSB
               for the fiscal year ended September 30, 1994).
          
3.4            By-laws of the Registrant (incorporated by reference to
               Exhibit 3.4 to the Registrant's Form 10-KSB Annual Report
               for the fiscal year ended September 30, 1994).         

3.5            Amended by-laws of the Registrant.
          
10.1           1996 Nonqualifying Stock Option Plan (incorporated by reference 
               to Exhibit 10.1 to the Registrant's Registration Statement on 
               Form S-8 dated January 24, 1996.

10.2           1996 Qualified Stock Option Plan (incorporated by reference to 
               Exhibit 10.1 to the Registrant's Registration Statement on Form 
               S-8 dated January 24, 1996.

10.3           Share Purchase Agreement between the Registrant and Richard S.
               Schapler in respect of the purchase of IMS (incorporated by 
               reference to the Registrants June 27, 1997 Form 8K).


27             Financial Data Schedule.

SIGNATURES                      

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized, on the 30th day of 
December, 1997.


                              GLOBESAT HOLDING CORP.
                              (Registrant)

                              BY:   /s/      Lee A. Greenspoon
                              President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and 
in the capacities as follows:

SIGNATURES                         TITLE                         DATE

 /s/ Lee A. Greenspoon              Member of the Board of        12/30/97
                                    Directors, President and
                                    Chief Executive Officer

 /s/ Lorie W. Lovejoy               Member of the Board of        12/30/97
                                    Directors