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               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, 1996

     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.)

85 Skymark Drive, Suite 1703
North York, Ontario, Canada                  M2H 3P2
(Address of principal executive offices)     (Postal Code)

Issuer's telephone number: (416) 494-2013

Securities registered under Section 12(b) of the Exchange Act: 

     None

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

     Common Stock
   (Title of class)

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. [ ]


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

     September 30, 1996 - $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 23, 1996: $280,126. There are 1,792,807 shares of Common Stock of the
Registrant held by non-affiliates. This valuation is based upon the average bid
price ($0.15625) for shares of Common Stock of the Registrant on the OTC
Bulletin Board on December 23, 1996.


(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE 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 23, 1996 -
5,143,676 shares of Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE

1.  Form 10-KSB for the fiscal year ending September 30, 1994.

2.  Form 8-K dated March 7, 1995.

3.  Form 10-KSB for the fiscal year ending September 30, 1995.

4.  Form S-8 Registration Statement dated October 24, 1995.

5.  Form 10-QSB for the period ending December 31, 1995.

6.  Form S-8 Registration Statement dated January 24, 1996.

7.  Form S-8 Registration Statement dated January 24, 1996.

8.  Form 8-K dated January 30, 1996.

9.  Form 8-K/A dated March 18, 1996.

10. Form 10-QSB for the period ending March 31, 1996.

11. Form 10-QSB for the period ending June 30, 1996.


Transitional Small Business Disclosure Format: Yes []  No [x]








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                                   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 Company". 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 18, 1996, the Board of Directors of the Registrant approved the
following: 

- the assignment to John Michael Coombs, as payment for attorney's fees,    
the United States Department of Interior and Bureau of Land Management    
oil and gas leases (the "Oil and Gas Leases") acquired by the Registrant  
from Royalties Ltd. Copies of the Oil and Gas Leases have been previously  
filed with the Securities and Exchange Commission as Exhibit 10 to the    
Registrant's Form 10-KSB for the fiscal year ended September 30, 1995 and  
are incorporated herein by reference;

- the distribution of all of the Registrant's shares in the capital of      
IComp, Inc., a Utah corporation ("IComp"), pro rata to the other          
shareholders of IComp. For further information with respect to the        
Registrant's shareholdings in IComp, please see Item 1 of the             
Registrant's Form 10-KSB for the fiscal year ended September 30, 1995,    
which is incorporated herein by reference; 

- amending and replacing the Registrant's by-laws. A copy of such amended   
by-laws are attached hereto as Exhibit 3.5;

- the acquisition of all of the issued and outstanding shares of common     
stock of Windsor Acquisition Corp. ("Windsor"), a Utah company based in   
Toronto, Canada (see below); and

- the resignation of the Board of Directors in seriatim and the replacement 
 with the current Board of Directors of the Registrant.

The Oil and Gas Leases and the shares in the capital of IComp represented
all of the Registrant's non-cash assets as at January 18, 1996.

On January 19, 1996, the Registrant issued to the shareholders of Windsor
an aggregate of 3,735,000 shares of the Registrant's $0.01 par value Common
Stock. 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.
<PAGE> 4

Windsor was engaged in the business of acquiring rights, licenses or other
entitlements in emerging and developed consumer and industrial products and
consumer and industrial technologies. 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.

On January 19, 1996, the Registrant changed its principal purpose to one
engaged in the business of acquiring rights, licenses or other entitlements
in emerging and developed consumer and industrial products and consumer and
industrial technologies.

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

GENERAL

The Company is engaged in two businesses: environmental infrastructure
("envirostructure") products and technologies (collectively, "systems") and
consumer products. Each business is at an early development stage, and the
Company has yet to earn revenue from either one. Since January 19, 1996,
the Company's operations have consisted principally of the acquisition of
development stage envirostructure systems.

At this time, the Company's financial resources are insufficient to
continue to develop its businesses. The Company is currently seeking to
raise additional financing through the sale of debt or equity securities to
investors by private placement in order to continue to develop its
businesses. There can be no assurance that the Company will be able to
raise sufficient financing, on terms acceptable to the Company, to continue
to develop all its businesses, or any specific business or division.

ENVIROSTRUCTURE SYSTEMS BUSINESS

Envirostructure systems are used to efficiently and economically construct
and maintain infrastructure while managing and preserving the quality of
the environment. Management of the Company views the envirostructure sector
as one of the most promising growth sectors in the world today. The
envirostructure sector contains a number of interrelated infrastructure and
environmental industries. Infrastructure provides vital services to all
members of society and to all sectors of the economy; it is the man-made
foundation of modern society. The infrastructure sector includes industries
associated with general purpose construction, water delivery and disposal
systems, power generation, transportation, telecommunications, and
financial services. Environmental industries manage, minimize, and remove
the negative effects that modern society has on the environment, with
respect to soil, air, water, and general quality of life. The
envirostructure sector includes aspects of the following industries:
construction materials, construction technologies, engineering management,
financial services, fuel supply and conversion, power generation, sewer and
potable water systems, and waste management. 
     
Presently, the Company is focused on envirostructure systems related to
cementitious products and waste to commodity technologies. Cement is the
foundation of all physical infrastructure and it is the most widely used
construction material in the world. The management of waste streams is of
critical importance to the development of any society and is rapidly 
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becoming one of the most pressing global environmental problems. 

     CEMENTITIOUS PRODUCTS DIVISION

The Company's cementitious products division is to be comprised of two
lines of products:  Novacrete and Fast-Setting Cement.

     - NOVACRETE

In July 1996, the Company entered into a series of agreements with
Stratford Acquisition Corp. ("Stratford"), a Minnesota company based in
Burlington, Ontario, Canada, pursuant to which the Company obtained certain
distribution licenses with respect to Stratford's products. Stratford is
engaged in the business of manufacturing and marketing a technology and an
additive for enhancing cementitious products (hereinafter referred to as
"Novacrete").

On July 31, 1996, Globesat Infrastructure Technologies Corp. ("Globesat
I.T."), a wholly-owned subsidiary of the Registrant, entered into an
agreement (the "U.S. Novacrete License Agreement") with BGS Promotions Inc.
("BGS"), whereby BGS assigned to Globesat I.T. its license (the "U.S.
License") to distribute Novacrete in the United States on an exclusive
basis. In consideration of the assignment of the U.S. License, Globesat
I.T. agreed to pay to BGS an aggregate sum of $1,000,000 over a period of
five years. The first payment of $100,000 is due on July 31, 1997. A copy
of the U.S. Novacrete License Agreement is attached hereto as Exhibit 10.3.

Also on July 31, 1996, Globesat I.T. entered into an agreement (the "U.S
Novacrete Supply Agreement") with Stratford and Supercrete N/A Limited
("Supercrete"), a wholly-owned subsidiary of Stratford, whereby, among
other things, Stratford and Supercrete provided their consent to the
assignment of the U.S. License and agreed to extend the term of this
license, subject to certain terms and conditions, for a period of five
years. A copy of the U.S. Novacrete Supply Agreement is attached hereto as
Exhibit 10.4.

On July 31, 1996, Globesat I.T. entered into a further agreement (the
"Latin American Novacrete License Agreement") with Stratford and
Supercrete, whereby Stratford granted to Globesat I.T. a license (the
"Latin American Novacrete License") to distribute Novacrete products for an
initial term of five years, subject to certain terms and conditions, on an
exclusive basis throughout Mexico, Chile, and Argentina, and on a non-exclusive
basis throughout most other countries of the world, which can, on
a country by country basis, become exclusive subject to certain terms and
conditions.

In consideration of the grant of the Latin American Novacrete License, the
Registrant issued 300,000 "restricted shares" of its Common Stock to
Stratford, all of which are subject to a hold period of two years which
commenced on July 31, 1996. A copy of the Latin American Novacrete License
Agreement is attached hereto as Exhibit 10.5.

The Novacrete technology and additive is unique in that testing by
independent testing laboratories that employ testing standards established
by the American Society for Testing and Materials have ascertained that
when a cement-based product is blended utilizing the technology and
additive, the resulting Novacrete multi-purpose mortar used for patching
and repairing has the following properties:
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     Compressive strength in excess of 11,000 lb./sq. in.;
     
     Sheer bond strength in excess of 5,900 lb./sq. in.;
     
     Flexural strength in excess of 1,300 lb./sq. in.;
     
     Chloride permeability of 816 coulombs;
     
     Zero shrinkage;
     
     Durability over 302 freeze/thaw cycles (98.3% durability factor); and
     
     Resistance to salt scaling over 50 cycles results in a durability
       factor of 100%.

The Novacrete additive is to be distributed in 22 pound bags in powder form
and is to be blended with cement and sand utilizing the Novacrete
technology. The Novacrete finished product is to be packaged in 66 pound
bags, and the ultimate consumer will add water in accordance with the
instructions printed on the 66 pound bag to produce the Novacrete mortar
having the above-mentioned properties. 

The foregoing description of the Novacrete technology and additive is taken
from the Form 10-K of Stratford for the fiscal year ended May 31, 1996. The
Registrant is relying on these representations and gives no assurances that
these representations are accurate and correct.

     Manufacturing and Marketing

At this time, it is intended that the Company will purchase Novacrete
products directly from Stratford for resale into the territories in which
the Company is licensed to sell such products.

The Company intends to seek out strategic alliances and/or joint ventures
with, among others, cementitious products companies and/or construction
materials companies with respect to the distribution of Novacrete in the
United States, Mexico, Chile, and Argentina (see "Envirostructure Business
Strategy", below).

As of December 23, 1996, Globesat I.T. had not sold any Novacrete products.
Stratford is currently not able to produce commercial quantities of
Novacrete products. There can be no assurance that Globesat I.T. will sell
sufficient volumes of Novacrete products to satisfy its obligations to BGS
and Stratford. In the event that Globesat I.T. is unable to sell sufficient
volumes of Novacrete products to satisfy its obligations to BGS under the
U.S. Novacrete License Agreement, the U.S. License may revert to BGS and,
if so, Globesat I.T. would lose its right to sell Novacrete products in the
United States. In the event that Globesat I.T. is unable to sell sufficient
volumes of Novacrete products to satisfy its obligations to Stratford and
Supercrete under the U.S. Novacrete Supply Agreement, the rights granted to
Globesat I.T. thereunder will become non-exclusive rights. In the event
that Globesat I.T. is unable to sell sufficient volumes of Novacrete
products to satisfy its obligations to Stratford and Supercrete under the
Latin American Novacrete License Agreement, the rights granted to Globesat
I.T. thereunder will become non-exclusive rights.


<PAGE> 7

     - FAST-SETTING CEMENT

On November 5, 1996, the Company obtained an exclusive 90 day option to
purchase all processes and formulations related to the production of a
cement which, the original inventor has represented to the Company, cures
and sets (i.e., dries and hardens) at a much faster rate than regular
portland cement, and possesses certain performance properties that are
superior to regular portland cement (hereinafter referred to "Fast-Setting
Cement"). The Fast-Setting Cement is currently being tested by independent
testing laboratories.

The Company and the original inventor have not finalized all the terms with
respect to the potential purchase of the Fast-Setting Cement; however, in
the event that the Company does exercise the aforementioned option, it will
involve, among other things, the payment of a technology and development
fee to the original inventor, a royalty to the original inventor based on
gross sales (i.e., sales less discounts and returns), the sharing of fees
earned through product licensing, and the retaining of the original
inventor as a consultant to the Company for a minimum period of five years
which will include a base consulting fee and participation in the
Registrant's stock option plans.

In the event that the Company does exercise its option with the original
inventor, the Company may choose to establish its own production facility
to produce Fast-Setting Cement and related products. The Company further
intends to seek out joint ventures and/or strategic alliances with, among
others, cementitious products companies and/or construction materials
companies with respect to the distribution of this cement throughout the
world. To date, the Company has held discussions with a number of potential
joint venture/strategic alliance partners.
 
As of December 23, 1996, the Company had not exercised this option and
there can be no assurance that it will prior to its expiration. The Company
lacks the capital necessary to exercise the option as at the date hereof.
If the Company does not exercise the option prior to its expiration,
management believes that it is likely that the original inventor will offer
to sell the Fast-Setting Cement processes and formulations to other
parties.

     WASTE TO COMMODITY TECHNOLOGIES

On February 19, 1996, the Company and Startech Environmental Corp.
("Startech"), a Colorado company based in Wilton, Connecticut, entered into
an equity joint venture agreement (the "PWC Joint Venture Agreement").
Startech is an environmental technology corporation engaged in the
commercialization and continued development of its proprietary plasma waste
converter ("PWC") systems for the recycling, resource recovery, reduction
and remediation of hazardous and nonhazardous organic and inorganic
materials and wastes. A copy of the PWC Joint Venture Agreement is attached
hereto as Exhibit 10.8.

The PWC is a closed-loop recycling system that converts materials formerly
regarded as hazardous wastes into useful commodity products. The hazardous
waste can be organic and inorganic, in the form of a gas, liquid, and
solids or any combination thereof. Waste volume reductions higher than 300
to 1 have been demonstrated. Depending upon the waste processed, the
principal commodities produced by the system are a synthetic gas (called
"Plasma Converted Gas" or "PCG"), metals, and an obsidian-like inert 
<PAGE> 8

silicate stone. Plasma Converted Gas can be used as a chemical feed stock
to produce polymers and other common industrial products, as a fuel to
produce electricity, as a heating plant fuel to reduce the cost and
reliance on fossil fuels, and in desalinization applications to produce
fresh water for irrigation and drinking. The metals can be employed in the
metallurgical industry. The stone silicates can be employed in the
abrasives industry and as an aggregate material for construction industry
applications.

The foregoing description of the PWC and its uses and applications is taken
from the Form 10-K of Startech for the fiscal year ended October 31, 1995.
The Registrant is relying on these representations and gives no assurances
that these representations are accurate and correct.

The PWC Joint Venture Agreement provides that the Company and Startech will
form an equity joint venture company ("JV Co.") which will be engaged in
the business of globally commercializing the PWC with respect to the
conversion of tires into usable commodity products. JV Co. may also engage
in the business of globally commercializing the PWC for, among other
things, alternative energy generation.

In consideration of providing the introduction of management of the Company
to Startech, and upon execution of the PWC Joint Venture Agreement, the
Registrant issued to one consultant 50,000 stock options at an exercise
price of $0.0001 each under the Registrant's 1996 Nonqualifying Stock
Option Plan and to a second consultant 400,000 shares of Common Stock
pursuant to Regulation S promulgated under the Securities Act of 1933, as
amended. All 50,000 options were exercised on February 19, 1996 for 50,000
shares of the Registrant's Common Stock. Copies of the consulting
agreements with Herb Adams and Toddington Investments Ltd. are attached
hereto as Exhibits 10.6 and 10.7, respectively.
 
     Manufacturing and Marketing

It is contemplated that JV Co. will not operate PWCs, rather it will
purchase PWCs from Startech and sell them to customers.

Over the long-term, the Company intends to develop a turnkey PWC system,
with respect to the conversion of tires into Plasma Converted Gas and/or
alternative energy applications. This system will be distributed around the
world, and it is the intention of the Company that JV Co. will provide
purchasers with construction, technology transfer, parts supply,
maintenance services, and financing. There can be no assurance that the
Company will be able to develop a turnkey PWC system or that if one can be
developed, that any revenue will be generated therefrom.

JV Co. has not yet been formed, and the Company and Startech have to
complete all documentation necessary to give effect to the establishment of
JV Co. As of the date hereof, neither JV Co. nor the Company has entered
into any agreements with anyone to purchase a PWC and there can be no
assurance that any PWCs will ever be sold or leased to anyone through
either the Company or JV Co.

ENVIROSTRUCTURE BUSINESS STRATEGY

The discussion that follows represents a business strategy developed by
management of the Company. There can be no assurance that the Company will
be able to execute this strategy or any portion thereof successfully. This 
<PAGE> 9

strategy assumes that the Company will exercise its option to purchase the
processes and formulations related to Fast-Setting Cement. As indicated
above, there can be no assurances that the Company will have sufficient
financial resources to exercise this option prior to its expiration.

The Company has developed a two-phased strategy for the development of the
cementitious products and waste to commodity divisions of its
envirostructure business. The first phase addresses the commercialization
and distribution of the Company's cementitious products in North America,
as well as preliminary commercialization efforts with respect to the PWC.
The second phase addresses the commercialization and distribution of the
Company's cementitious products in Latin America. 

The Company intends to develop its cementitious products business in the
United States and Canada as soon as the necessary capital is obtained and
the option to purchase the Fast-Setting Cement processes and formulations
is exercised. 

The Company intends to undertake preliminary commercialization efforts in
North America with respect to the PWC within the next fiscal year; however,
management does not expect the Company's waste to commodity business to
generate revenues for at least two years, if at all.

Within the next two fiscal years, the Company intends to expand its
cementitious products business into selected Latin American markets. The
Company's long-term strategy involves development of an integrated network
of envirostructure businesses throughout Latin America, primarily through
acquisition. Management does not expect to make any such acquisitions for
at least three fiscal years. 

The following are the key elements of the Company's business strategy: 

     FOCUS ON NORTH AND LATIN AMERICA

Management of the Company believes that the United States and Canada
present the most readily accessible market opportunities for the Company's
envirostructure business, and that successful penetration of the North
American market will facilitate future international expansion. The Company
views Latin America (specifically Mexico and selected South American
countries) as a particularly attractive market with respect to
envirostructure systems, and management believes that the Company can
capitalize on many envirostructure opportunities within this region. 

Throughout Latin America demand for cementitious products and other
advanced envirostructure systems is growing, as new infrastructure
development is being undertaken at unprecedented rates. 

     - NORTH AMERICA

Market development efforts for the Company's envirostructure business have
been initiated in North America. Management believes that the Company's
cementitious products appeal to broad segments of the industry, as opposed
to limited niches.

The waste to commodity industry is relatively young in North America;
however, it is more developed than in most other regions of the world. With
each passing year, the number of waste to commodity facilities being
commissioned is increasing (including cogeneration and recycling 
<PAGE> 10

facilities). Management believes that there are four aspects to the North
American waste to commodity industry that make it particularly attractive
with respect to the PWC, which are:

1. the emphasis being placed by governments and the public on addressing    
 environmental issues concerning the disposal and recycling of scrap       
tires;

2. the need to increase the efficiency of energy extraction from fossil     
 fuels, particularly in regions where coal-fired power plants supply most   
of the electricity;

3. the need to decrease consumer and industrial energy consumption in the   
 United States and Canada, the highest energy consuming nations per        
capita in the world; and 

4. the emphasis being placed on manufacturing and emission producing        
 industries to become more responsible for the waste streams that they     
produce. 

     - LATIN AMERICA

Management of the Company believes that Latin America offers numerous
opportunities for the Company's cementitious products division and for
expansion into other envirostructure businesses. At this time, the Company
intends to develop only its cementitious products division in Latin
America. Management of the Company believes that the market for the PWC
should be established in North America before international market
development efforts are undertaken.

Mexico and Chile are the two markets where the Company intends to initiate
Latin American operations. These two countries are generally regarded as
the gateway for entry into the Latin American market. 

Mexico has a population of more than 91 million people, approximately one-fifth
of whom live in and around Mexico City. The country's proximity to
the United States, its relatively young workforce, its participation in a
number of regional trade agreements, and its rapidly growing middle-class
population are but a few of the factors that have attracted western
companies that seek to capitalize on the many opportunities that Mexico
presents. The North American Free Trade Agreement (NAFTA) has created the
largest free trade zone in the world, encompassing 360 million consumers
and accounting for over $6.5 trillion in trade per annum. Mexico also has
trade treaties with Chile, Colombia, Venezuela, Costa Rica, and Bolivia.
Although the rate of inflation for 1996 is estimated to reach increase,
management of the Company believes that many of the factors that have made
Mexico a good business and investment opportunity over the last few years
still exist, particularly in industries related to infrastructure
development.

To increase Mexico's industrial development over the coming years, the
Mexican government is placing considerable emphasis on investment in the
construction of highways, railroads, telecommunication systems, and gas
distribution. In addition, emphasis is also being placed on the improvement
of such infrastructure, in order to add stability to the most
underdeveloped regions of the country.


<PAGE> 11

Management of the Company considers Chile to be the step-off point with
respect to penetration of the broader South America markets. More than 40%
of Chile's 13.8 million inhabitants live in and around Santiago. Between
1987 and 1994, Chile's economy grew 6.9% annually, on average.
Traditionally, Chile's inflation rate has been very high. Over the last few
years, Chile's inflation has become manageable, decreasing to 8.2% in 1995
(the lowest rate in 35 years). These statistics have been maintained over
the past decade with a low unemployment rate of 5.5%. 

Last year, real investment in public works in Chile doubled 1990 figures,
with private concessions reaching approximately $700 million. The existence
of a new framework for the development of infrastructure is expected to
result in investment of over $7 billion within the next five years in
numerous projects including, among other things, ports, airports, highways,
and railways. 

In November 1996, Chile and Canada signed a free trade agreement which is
expected to, among other things, facilitate the transfer of advanced
Canadian technology and engineering know-how to Chile.

     PENETRATE NORTH AMERICAN MARKETS THROUGH STRATEGIC ALLIANCES

The Company's penetration strategy for North America contemplates the
Company entering into strategic alliances with significant industry
participants. Management of the Company believes that strategic alliances
are the most effective means with which to develop a continental
distribution capability and, hence, facilitate widespread market
penetration while minimizing capital investment. This is particularly
applicable to new entrants to a market where there are large established
participants, and the system that the new entrant is seeking to introduce
has broad market appeal. The Company's objective is to capitalize on the
existing regional, national, or even continental distribution capability of
its strategic alliance partners and to access other relevant resources
within their operations as well. Strategic alliances are consistent with
the Company's objective of developing its businesses in North America over
the short-term. 

     - CEMENTITIOUS PRODUCTS DIVISION 

The number of suppliers of cementitious products in North American is quite
large. Many of these organizations have well established channels of
distribution. Management of the Company believes that in order for the
Company to penetrate the North American market in the short-term, it will
be necessary to enter into strategic alliances with significant industry
participants. The Company intends to seek out large cement manufacturers,
concrete blenders, or distributors of cementitious products with regional,
national, or continental coverage. The objective will be not only to access
the distribution capabilities of strategic alliance partners, but to
utilize their infrastructure with respect to blending, packaging,
warehousing, and shipping. The Company does not intend to develop an in-house
sales team; however, the Company does expect to have technical
personnel who will interface with the strategic alliance partner(s) and,
when necessary, the partner's clients. To date, preliminary discussions
have been held with a number of potential strategic partners. 




<PAGE> 12

     - WASTE TO COMMODITY DIVISION

The waste to commodity industry includes a wide range of technologies and
involves a large number of participants, including some of the world's
largest engineering-based companies. Plasma technology, as applied in the
PWC, represents a relatively small segment of this industry.

Management of the Company believes that in order to commercialize the PWC
for tire conversion applications, it will be necessary to construct a pilot
facility.  The Company's objective is to locate one or more strategic
partners for JV Co. that can assist in the development of a pilot facility
and in future commercialization efforts. Management further believes that
there are many potential strategic partners in the power generation, tire
manufacturing, or fossil fuel extraction and refinement industries. In
addition, there are a number of government agencies in the United States
and Canada that offer funding for the development of technologies such as
the PWC.

The involvement of a strategic partner may result in dilution of the
Company's holdings in JV Co. The Company intends to identify potential
strategic partners and government agencies, coordinate the process of
approaching such partners and agencies, and to negotiate and structure all
arrangements with such entities. There can be no assurance that potential
strategic partners will be found and, if found, will elect to become part
of JV Co. 

     PENETRATE SELECTED LATIN AMERICAN MARKETS THROUGH JOINT VENTURES

Management of the Company believes that the likelihood of successful
penetration of the Latin American market is enhanced through joint ventures
with partners that have strong local and regional presence. Accordingly,
the involvement of local partners is the key component to the Company's
Latin American activities. Management has commenced assembling a team of
Latin American-based advisors to the Company. These individuals will advise
the Company on strategy with respect to their specific regions of Latin
America. To date, the Company has engaged Mr. Guillermo A. Grimm in Mexico
and Mr. Francisco Bruron in Chile. Mr. Grimm most recently served as
President and Chief Executive Officer of Northern Telecom de Mexico S.A. de
C.V. and has served as Mexico's Under-Secretary of State for Tourism. Mr.
Bruron is General Manager of Keystone Distributors de Chile S.A. de C.V., a
subsidiary of a major global supplier to McDonald's restaurants. Mr. Bruron
is also a director of SOFOFA, the Chilean manufacturers' association. 

Together with the Latin American advisors to the Company, management
intends to undertake market intelligence programs in Mexico and Chile.
These programs have two stages. The first stage entails the collection and
organization of market-specific information. The second stage involves the
translation of this information into reliable fact-driven knowledge that
can be used to provide a solid foundation for educated market-entry
decision making and for appropriate partner selection.

Management of the Company intends to seek out potential local partners with
a wide range of backgrounds. Industries associated with infrastructure
development are diverse, yet highly interrelated, especially in Latin
America. The completion of any infrastructure project involves numerous
participants from many industries. Because of these interrelationships,
management of the Company believes that there are many types of potential
partners in both Mexico and Chile, including:
<PAGE> 13

- family controlled conglomerates with infrastructure-related businesses;

- government contractors and supply entities that are principally involved  
in infrastructure development;

- private contractors and engineering firms;

- manufacturers and suppliers of cementitious products (e.g., cement,       
cement block, pre-cast, masonry, etc.);

- distributors of cementitious materials (e.g., ready-mix concrete          
suppliers, cement distributors, admixture distributors, etc.); and

- distributors of construction materials.

It is the Company's intention to form a joint venture company with one or
more such partners in each of Mexico and Chile within the next two fiscal
years. Preliminary indications from the Company's Latin American advisors
are that there are a number of entities in each country which would be very
interested in exploring the possibility of such joint ventures. In November
1996, one of the Company's executives traveled to Chile and held
discussions with a number of such entities.

As part of developing the local markets, partners will assist the joint
venture company to interface with the local engineering community, promote
product specification with respect to local projects, and, where
appropriate, provide facilities and other resources. In addition, these
partners may assist with broader penetration into neighboring countries.
Depending upon the nature of each partner's business and the success of the
relationship between the partner and the Company, local partners may
continue to be further involved in the Company's activities in Latin
America.
 
CONSUMER PRODUCTS BUSINESS

The Company's consumer products business does not form part of management
of the Company's current plans and strategies for the Company. The Company
is presently considering a number of alternatives with respect to this
business including, among other things, the sale or other disposition of
the business. There can be no assurance that the Company, if it decides to
sell or otherwise dispose of its consumer products business, will be able
to find a purchaser on terms acceptable to the Company.

The Company's consumer products business is carried on through Windsor, a
wholly-owned subsidiary of the Company. Windsor holds an exclusive global
distribution license (the "Novatone License") to a cosmetic product, the
Novatone Facial Toner (the "Novatone").

The Novatone is a compact, battery-operated, hand-held device intended for
cosmetic use, which was designed to be used at home to effectively exercise
the facial muscles. The Novatone operates upon the principle of electronic
muscle stimulation ("EMS") which involves the application of direct
electrical stimulus to a muscle or muscle group. When EMS is used on muscle
tissue, it can produce physiological changes which are similar to those
that take place in muscle tissue during conventional exercise.

The Novatone was designed to make the benefits of EMS available to
individuals seeking to restore their face's youthful appearance. The 
<PAGE> 14

Novatone is equipped with two electrodes which emit an intermittent low
frequency current that penetrates the skin through a conducting gel. When
positioned at given points, this current stimulates the muscle, causing it
to contract briefly. The period of contraction is followed by a period of
relaxation (i.e., no current is emitted by the Novatone). It is this
process of repeated contraction and relaxation that causes muscles to
strengthen and tighten. Proper use of the Novatone on a regular basis will,
generally, strengthen and tighten the facial muscles, lifting sagging or
drooping contours, resulting in toned and lifted facial features.

     THE NOVATONE LICENSE

The Novatone was developed by LA-NUR Inc. ("LA-NUR"), an Ontario, Canada
company based in Ottawa, Ontario, Canada. On November 17, 1995, LA-NUR
entered into an agreement (the "Novatone Agreement") with Nicholas Plessas,
In Trust ("NP, In Trust"). Pursuant to the Novatone Agreement, LA-NUR
granted to NP, In Trust an exclusive global license (the "Novatone
License") to, among other things, manufacture, market, and distribute the
Novatone. A copy of the Novatone Agreement is attached hereto as Exhibit
10.9.

On November 30, 1995, NP, In Trust, LA-NUR, and Mel Greenspoon, In Trust
("MG, In Trust") entered into an agreement (the "First Novatone Assignment
Agreement") whereby NP, In Trust assigned all of its right, title, estate,
and interest in the Novatone Agreement to MG, In Trust, on behalf of Javlee
Investments Limited ("Javlee"), with the consent of LA-NUR. Javlee is an
Ontario, Canada company based in Toronto, Ontario, Canada and is controlled
by Mel B. Greenspoon, Chairman, Chief Executive Officer, and a Director of
the Company. A copy of the First Novatone Assignment Agreement is attached
hereto as Exhibit 10.10.

On January 18, 1996, MG, In Trust, LA-NUR, and Windsor entered into an
agreement (the "Second Novatone Assignment Agreement") whereby MG, In Trust
assigned all of its right, title, estate, and interest in the Novatone
Agreement to Windsor, with the consent of LA-NUR. A copy of the Second
Novatone Assignment Agreement is attached hereto as Exhibit 10.11. In
consideration of such assignment, Windsor issued to Javlee an unsecured
term note in the principal amount of $75,000, payable on January 17, 1997
(the "Javlee Note"). The Javlee Note bears interest at a variable rate as
charged by a Canadian chartered bank, for United States dollar loans. A
copy of the Javlee Note is attached hereto as Exhibit 10.12. 

On January 24, 1996, the Registrant granted 30,000 options at an exercise
price of $0.001 each pursuant to the Registrant's 1996 Nonqualifying Stock
Option Plan to Nicholas Plessas in connection with certain consulting
services provided by him. As of September 30, 1996, all 30,000 options had
been exercised by Mr. Plessas.

The Novatone Agreement provides that Windsor is required to pay a royalty
of $4.00 to LA-NUR in respect of all Novatone units sold. For the year
ended December 31, 1996, Windsor is required to pay to LA-NUR the greater
of the aforementioned royalty amount or $100,000. As of the date hereof,
the Company has not sold, nor attempted to sell, Novatone units. 

Windsor has the right to terminate the Novatone Agreement and its
obligations thereunder (with the exception of the payment of any royalties
then owing) upon 30 days' written notice to LA-NUR at any time on or after
January 1, 1997. As of the date hereof, the Company is in the process of 
<PAGE> 15

renegotiating the terms of the Novatone Agreement with LA-NUR and is also
considering assigning the Novatone Agreement to a third party. There can be
no assurance that the Company will be able to renegotiate the Novatone
Agreement on terms satisfactory to the Company or that it will be able to
assign the Novatone Agreement to a third party. In the event that the
Company is unable to do so, it does not presently have sufficient funds to
make the required December 31, 1996 payment to LA-NUR.

     REGULATORY APPROVALS

Prior to marketing the Novatone in the United States, approval must be
obtained from the United States Food and Drug Administration (the "FDA").
Such approval had not been obtained at the time of the assignment of the
Novatone License by MG, In Trust to Windsor. LA-NUR had obtained approval
from applicable Canadian regulatory authorities with respect to marketing
the Novatone in Canada. Management of the Company has always believed that
it would be more efficient and economical to obtain FDA approval and market
the Novatone throughout the United States and Canada, than to market it in
Canada alone.

Following the acquisition of Windsor in January 1996, the Company sought to
obtain FDA approval for the Novatone and to continue the development of the
product. Such development included, among other things, finalizing product
design and specifications, packaging, labelling, the preparation of an
instruction manual, manufacturing arrangements, promotional literature, and
market research. To assist in these efforts, the Company retained the
services of a marketing agency and a market research company, as well as
legal counsel to assist in obtaining FDA approval. 

In November 1996, Windsor received notification from the FDA that the
Novatone had been registered. As of the date hereof, Windsor has not yet
received a registration number for the Novatone, although the FDA has
informed Windsor that such number is forthcoming.

     MANUFACTURING AND MARKETING

Should the Company continue to develop its consumer products business, it
intends to outsource the manufacturing of the Novatone to a third party.
The Company has identified several contract manufacturers as having
suitable facilities for manufacturing large quantities of the Novatone and
has obtained a number of prototype Novatone units from several
manufacturers. As of the date hereof, the Company has not entered into any
definitive manufacturing agreement for the Novatone.

The raw materials and components used in the manufacturing of the Novatone
are commercially available in abundant supply, both nationally and
internationally.

Should the Company continue to develop its consumer products business, it
is considering distributing the Novatone through a variety of channels,
including, among others, direct response television (commonly referred to
as infomercials), private labelling for cosmetic companies, international
distribution agreements, wholesaling to retail merchants, and catalogue and
direct mail distribution.




<PAGE> 16

EMPLOYEES

The Company is a development stage company and currently has no employees
other than certain of its Officers and Directors. See Item 9. Management of
the Company 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 Company has limited assets and has had extremely limited revenue in
each of its four most recent fiscal years and to the date hereof. The
Company, in its present businesses, is in the development stage and is
subject to all the risks inherent in the creation of a new business. In
addition, the Company, in its present businesses, has no record of
operations and there is nothing at this time upon which to base an
assumption that the Company's plans will prove successful. The objectives,
plans and strategies of the Company should be regarded as speculative due
to the nature and present stage of the Company's businesses. The likelihood
of success of the Company must be considered in light of the risks inherent
in the initiation of the Company's businesses, such as costs,
complications, and delays. The Company may encounter unforeseen
difficulties or delays in its operations and may sustain further operating
losses.
 
     LACK OF PATENT PROTECTION 

The Novatone is not protected by patent. After consideration, management of
the Company determined that it would be impractical to patent the Novatone,
as other companies would be able to develop similar products by making
minimal modifications to the product's design. Other than relying on the
representations made by LA-NUR under the Novatone Agreement, there can be
no assurance that the Novatone will not infringe on patents owned by
others.

To the best of management of the Company's knowledge, neither Novacrete nor
the PWC are protected by patents. The decision not to file for patent
protection is solely that of management of Stratford and Startech,
respectively.  There can be no assurance that Novacrete and/or the PWC will
not infringe on patents owned by others.

At this time, the Fast-Setting Cement to which the Company holds an option
to acquire is not protected by patent. The original inventor has informed
management of the Company that the absence of patent protection represents
a lesser risk in that the Company would not necessarily be able to prevent
other companies from developing a similar product whether or not the Fast-
Setting Cement is protected by a patent. To the extent that the Company
would rely on unpatented proprietary technology, processes, and know-how,
and the protection of such property by confidentiality agreement, there can
be no assurance that others may not independently develop similar
technology and know-how or that confidentiality will not be breached. On
the other hand, it is much easier for competitors to copy the Fast-Setting
Cement technology if they purchase the patent text (a copy of which may be
obtained for a small fee from the relevant registry office). In the event 
<PAGE> 17

that the Company does exercise its option to purchase the formulations and
processes related to the Fast-Setting Cement, management of the Company in
conjunction with the Company's legal advisors, will determine whether
patent protection should be sought.

     COMPETITION

     - ENVIROSTRUCTURE BUSINESS

The Company will have to compete with numerous companies that manufacture
and/or distribute products used in the manufacture of cementitious
products, most of which may have more substantial financial resources. In
the event that the Company does exercise its option to purchase the Fast
-Setting Cement as set forth herein, the Company will have to compete with
numerous companies that manufacture and/or distribute cement, most of which
may have more substantial financial resources.

JV Co. will encounter significant competition from firms currently engaged
in the waste to commodity industry. The majority of these companies will be
substantially larger than JV Co., Startech, and the Company, and have
substantially greater resources and operating histories. Management of the
Company is aware of other competitors distributing waste to commodity
technologies, however, management is not aware of any competitors
distributing plasma waste to commodity technologies similar to the PWC with
respect to the conversion of tires into usable commodity products.

     - CONSUMER PRODUCTS DIVISION

The Company will encounter significant competition from firms currently
engaged in the beauty and cosmetic industries. The majority of these
companies will be substantially larger than the Company, and have
substantially greater resources and operating histories.

     PRODUCT LIABILITY EXPOSURE

Because of the nature of the Novatone and its applications, the Company may
be exposed to product liability claims. Although the Company intends to
seek product liability insurance for the Novatone, such coverage is not
currently carried because the Company has not yet commenced selling the
Novatone. There can be no assurance that, should the Company decide to sell
Novatone units, that it will be able to obtain product liability insurance
on terms commercially acceptable to the Company or that available amounts
of coverage will be sufficient to adequately protect the Company in the
event of a successful product liability claim.
 
     ADDITIONAL CAPITAL

The Company requires additional funds to further develop its businesses,
and to effect the expansion of its administrative and management staff that
will be necessary if the Company is successful in achieving market
acceptance for any of the products and technologies which it markets or
distributes. The Company intends to 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
Company will be able to obtain additional funding when needed, or that such
funding, if available, can be obtained on terms commercially acceptable to
the Company. If the Company cannot obtain needed funds, it may have to
delay, curtail, or cease its business and system acquisition programs, 
<PAGE> 18

marketing efforts, and other activities, adversely affecting its
businesses, results of operations and/or prospects.

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 Company 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 Company, and upon its Directors, some of whom are
engaged in other activities and will devote limited time to the Company's
activities.

As well, the success of the Company's businesses and the Fast-Setting
Cement to which the Company holds an option to purchase depends upon the
personal efforts and attention of certain key personnel who are
instrumental in the continuing development of such businesses and products.
The loss of the service of certain of these personnel could have a material
adverse effect on the Company.

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

     NON-ARM'S LENGTH TRANSACTION

The number of shares of common stock issued by Windsor to certain
shareholders for cash, property, and/or services was arbitrarily determined
and may not be considered the product of arm's length transactions. In
addition, the value ascribed to the Novatone License in connection with the
assignment of the Novatone Agreement by MG, In Trust to Windsor was
arbitrarily determined and may not be considered the product of arm's
length transactions. See Note #12 to the Financial Statement in Item 7.

     RELIANCE ON THIRD PARTY RELATIONSHIPS

It is anticipated that the Company will enter into strategic alliances and
joint ventures with third parties in respect of specific systems in
specific markets. Consequently, the Company will be relying upon its
alliance and joint venture partners to assist in the generation of
revenues. There can be no assurance as to the level of revenues which may
be generated by future alliance partners and future joint venture partners,
or that if any such partner chooses to withdraw from an alliance or joint
venture, as the case may be, the Company will be able to obtain a
replacement partner on comparable terms.

     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 
<PAGE> 19

future.

     FOREIGN EXCHANGE RISK

The Company's operating results are reported in United States dollars. A
portion of the Company's revenues and expenses will be generated or
incurred in Canadian dollars, as the case may be. The exchange rate between
the Canadian and United States dollar has varied significantly over the
past five years. In addition, the Company intends to establish businesses
and, possibly, acquire businesses in jurisdictions outside of North
America. The establishment or acquisition of such businesses may involve
the investment of funds by the Company. Any foreign investment will have
risks associated with changes in foreign exchange rates and, possibly,
restrictions on the repatriation of funds.

ITEM 2.   PROPERTIES.

The Registrant's registered office is located at BCE Place, 181 Bay Street,
Suite 1800, Toronto, Ontario, Canada, M5J 2T9. The Registrant's principal
executive offices are located at 85 Skymark Drive, Suite 1703, North York,
Ontario, Canada, M2H 3P2 and the telephone number is (416) 494-2013. The
Skymark property is leased by Mel B. Greenspoon and a portion of the space
is provided to the Company at no cost.

ITEM 3.   LEGAL PROCEEDINGS.

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

Further, to the knowledge of management, no Officer or Director of the
Company is party to any action which has an interest adverse to the
Company.

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 four 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
Bulletin Board operated by the NASD, under the symbol GSAT. The table below
shows the high and low bid of the Registrant's Common Stock (retroactively
taking into account the 75 for 1 reverse split effective on June 30, 1995)
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.
<PAGE> 20

On December 23, 1996, the high bid price for the Registrant' Common
Stock was $0.25 and the low bid price for the Registrant's Common Stock
was $0.0625.

                                   Bid       
Quarter Ended                  High     Low  

     September 30, 1996      .625        .25

     June 30, 1996          1.125        .50 

     March 31, 1996         3.25         .25   

     December 31, 1995        .75        .25

     September 30, 1995       .75        .75
     
     June 30, 1995           1.125       .75

     March 31, 1995          1.125       .75

     December 31, 1994       1.875       .75

These average bid prices were obtained from the National Quotation Bureau, Inc.


(b)  Holders.  

The number of record holders of the Registrant's Common Stock as of
December 23, 1996 was 971; 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 Company and notes thereto
contained in Item 7.

Results of Operations

During fiscal 1996, the Company has had no revenue and has not attempted to
market or produce any of its products. Operations during the past fiscal
year have consisted principally of the acquisition of development stage
envirostructure related products and technologies. 

In or about June 1993, the Registrant ceased material business operations.
The Registrant's activities from approximately June 1993 to December 1995
consisted primarily of investigating possible business opportunities
attractive to 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. 
<PAGE> 21

Capital Resources and Liquidity

The Company is currently making presentations to various venture capital
sources and others to raise additional capital. The Company is also
pursuing possible strategic partnerships or collaborations with other
companies interested in its products or technologies. The need for
sustained funding of the Company's production and distribution programs
drives the Company's efforts to raise additional capital from investors.
The Company intends to privately place debt or equity securities over the
next 12 months. It is anticipated that the majority of such funding will be
utilized to exercise the option on the Fast-Setting Cement (if sufficient
capital can be raised prior to the expiration of the option), finance
production facilities for the Company's cementitious business, provide
working capital and to repay certain indebtedness of the Company. 

The Company has no significant commitments for equipment purchases, product
manufacturing or marketing efforts at present. The Company is currently
utilizing office facilities provided by Mel B. Greenspoon at no charge to
the Company.

The Company has no bank lines of credit or other commercial financing
sources at present and does not expect to obtain any in the near future. It
is not known whether additional funds could be borrowed form stockholders
or other sources and such is not contemplated by management of the Company
at the present time.

Going Concern Qualification

The auditors of the Consolidated Financial Statements of the Company 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,
1996 resulted in a net loss of $255,744, and as of that date the Company
had a stockholders' deficit of $116,077. The Company's future is dependent
on its ability to continue to obtain additional capital or adequate
financing to fund its operations.

The Company will continue to raise additional capital from investors. The
Company is currently making presentations to various venture capital
sources and others to raise additional capital. The Company is also
pursuing possible strategic partnerships or collaborations with other
companies interested in its businesses.

Management of the Company believes that the Company's products and
technologies are sufficiently developed to facilitate the acquisition of
funds needed for continued operations from the sale of debt or equity
securities to investors as aforesaid. 

ITEM 7.   FINANCIAL STATEMENTS.

Consolidated Financial Statements of the Company for the fiscal year ended
September 30, 1996 and the Notes thereto begin on the following page.

<PAGE> 22

                          Globesat Holding Corp.
                      Consolidated Financial Statements 
                          September 30, 1996 & 1995

<PAGE> 23

                         Independent Auditors Report

Board of Directors
Globesat Holding Corp.

I have audited the accompanying balance sheets of Globesat Holding Corp. as
of September 30, 1996, and the related statements of operations,
stockholders' equity, and cash flows for the year ended September 30, 1996,
1995 and 1994. These financial statements are the responsibility of the
Company'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
Company will continue as a going concern. As discussed in Note #14 to the
financial statements, the Company 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, 1996 and the results of its operations and cash flows for
the years ended September 30, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.

Salt Lake City, Utah
December 27, 1996

Per: /S/ Darrell Schvaneveldt 

<PAGE> 24
<TABLE>
<CAPTION>

GLOBESAT HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND 1995


                                      1996          1995
                                      ----          ---- 
<S>                                   <C>           <C>                        
Current Assets 
 Cash                              $14,744        $6,457
 Inventory                           4,712             0
                                   _______        ______ 
Total Current Assets                19,456         6,457

Property & Equipment
 Office Equipment                    3,864             0

Other Assets
 Novatone License                   67,500             0
 Distribution License                3,000             0
 Oil & Gas Leases                        0        26,902
                                    ______        ______
Total Other Assets                  70,500        26,902

Total Assets                       $93,820       $33,359
                                   =======       =======
                    
                    Liabilities & Stockholders' Equity

Current Liabilities
 Accounts Payable                  $75,853        $1,000
 Franchise Tax Payable                 300             0
 Accrued Interest Payable            8,744             0
 Notes Payable                     125,000             0
                                   _______         _____
Total Current Liabilities          209,897         1,000

Stockholders' Equity
 Common Stock, $0.01 Par Value,
  15,000,000 Shares Authorized
  5,143,676 and 300,000 Shares
  Issued and Outstanding 
  Respectively Retro-Actively
  Restated                          51,437         3,000
 Additional Paid In Capital      3,288,216     3,229,345
 Accumulated Deficit            (3,455,730)   (3,199,986)
                                ___________   ___________ 
Total Stockholders' Equity        (116,077)       32,359

Total Liabilities and 
 Stockholders' Equity              $93,820       $33,359
                                   =======       =======
</TABLE>

The accompanying notes are an integral part of these financial statements








<PAGE> 25

<TABLE>
<CAPTION>
GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
SEPTEMBER 30, 1996, 1995 & 1994

                                     1996          1995           1994     
                                     ----          ----           ----
<S>                                  <C>           <C>            <C> 
Revenues
 Interest                              $0          $437          $2,000
                                  _______       _______          ______
Expenses
 Professional Fees                104,360             0               0
 General & Administrative          16,266        19,179          20,000
 Bad Debt                               0        25,000               0
 Interest                           8,744             0               0
 Depreciation                         350             0               0
 Amortization                       7,500             0               0
 Research & Development             9,855             0               0
 Consulting Fees                   33,669             0               0
 Royalties                         75,000             0               0 
                                             
                                  _______        ______          ______
Total Expenses                    255,744        44,179          20,000

Loss from Operations             (255,744)      (43,742)        (18,000)
                                 ---------      --------        --------
Discontinued Operations
 (Loss) Gain in Disposition
   of Assets                            0         2,000          (92,000)
                                 --------       --------        ---------  

Net (Loss)                      $(255,744)     $(41,742)      $(110,000)
                                ==========     =========      ==========

Per Share Data
 Net (Loss)                         $(.07)        $(.20)          $(.67)
                                ==========     =========      ==========

Average Weighted Shares
 Outstanding                    3,424,450       207,319          164,130 
                    


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


<PAGE> 26
<TABLE>
<CAPTION>

GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD SEPTEMBER 30, 1993 TO THE YEAR ENDED SEPTEMBER 30, 1996

                           Shares     Common   Paid In   (Accumulated
                           Issued     Stock    Capital    Deficit)
                           ______     ______   _______    ___________

<S>                        <C>        <C>      <C>        <C>  
Balance, Sept. 30, 1993
Retroactively Restated     $164,130   $1,640   $3,198,803 $(3,048,244)      
                                                      

Net Loss for Year
Ended Sept. 30, 1994                                         (110,000)
                           ___________________________________________

Balance, Sept. 30, 1994     164,130    1,640    3,198,803  (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
September 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 in Reverse
Stock Split                     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 Distribution 
License                     300,000    3,000

Loss for Year Ended
September 30, 1996                                               (255,744)
                          _________________________________________________

Balance, Sept. 30, 1996   5,143,676  $51,437   $3,288,216     $(3,455,730)
                          =================================================    
                      

</TABLE>
     




The accompanying notes are an integral part of these financial statements

<PAGE> 27
<TABLE>
<CAPTION>

GLOBESAT HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994

                                        1996         1995         1994
                                        ----         ----         ----
<S>                                     <C>          <C>          <C>         
Cash Flows from Operating Activities         
 Net Loss                               $(255,744)   $(41,742)   $(110,000)
 Adjustments to Reconcile Net Loss
   To Net Cash Used by Operating
   Activities:
     Amortization                           7,500           0            0
     Depreciation                             350           0            0
     Non Cash Expenses                     68,495      30,000            0
     Loss on Disposal of Building               0           0       92,000
 Changes in Operating Assets and
  Liabilities
     (Increase) in Inventories             (4,712)          0            0
     Increase (Decrease) in
      Accounts Payable                     74,853           0      (19,000)
     Increase in Franchise Tax Payable        300           0            0
     Increase in Accrued Interest           8,744           0            0
     Rounding Adjustments                       0         199        2,000
                                         _________    ________     ________
Net Cash Used by Operating Activities    (100,214)    (11,543)     (35,000) 


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

Cash Flows from Financing Activities    
 Increase in Notes Payable                125,000           0            0
 Sale of Shares of Stock                   62,715           0            0
                                          _______     _______      _______ 
Net Cash Used by Financing Activities     187,715           0            0

     (Decrease) Increase in Cash            8,287     (11,543)     (35,000)
     Cash at Beginning of Year              6,457      18,000       53,000
                                          _______      ______      _______
     Cash at End of Year                  $14,744      $6,457      $18,000
                                          =======      ======      =======
Cash Used by Certain Operating Activities
 Interest                                  $8,744          $0           $0
 Taxes                                          0           0            0

Significant Non Cash Transactions
 Issued 300,000 Shares to Acquire
   Distribution Rights                     3,000            0            0
 Issued 4,159,400 Shares in Lieu of
   Cash for Services                      41,594            0            0

</TABLE>
 
The accompanying notes are an integral part of these financial statements
                    
<PAGE> 28

GLOBESAT HOLDING CORP.
NOTES TO 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 has two wholly owned subsidiaries: Windsor Acquisition Corp.,
which owns the Novatone License and has certain underlying indebtedness,
and Globesat Infrastructure Technologies Corp., which by assignment has a
distribution license to the Novacrete Additive.

NOTE #2 - Significant Accounting Policies

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

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

(C) The Company considers all short term, highly liquid investments that
are readily convertible within three months, to known cash equivalents. The
Company 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 Company and its wholly-owned
subsidiaries. Intercompany transactions and balances have been eliminated
in consolidation.

(G) Foreign Currency Translation/Remeasurement Policy: All purchases and
sales in foreign countries are concluded in American dollars or Canadian
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 (amortized) over the lesser of the length of
the 

<PAGE> 29

NOTE #2 - Significant Accounting Policies - Continued

related assets or the estimated lives of the assets. Depreciation is
computed on the straightline method for reporting purposes and for tax
purposes.

(I) Issuance of Subsidiary's Stock: The Company has elected to accounts for
shares issued by its subsidiary as an equity transactions.

(J) 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 differ from those estimates. 

NOTE #3 - Inventory

The Company holds for resale a number of Novatone Facial Toners. These
devices were acquired from a Korean manufacturer and are held for resale by
the Company.

NOTE #4 - Non Cash Investing & Financing Activities

The Company acquired a Distribution license for a cement additive by
issuing to a Minnesota publicly held corporation 300,000 shares of its
common stock. The value of the Distribution license has been recorded at
the par value of $0.01 per share of the shares issued.

The Company has paid for services in part by issuing 4,159,400 shares of
its common stock at par value of $0.01 per share.

NOTE #5 - Stock Options

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 issued the following options:

<TABLE>
<CAPTION>

                    Number      Option Exercise   Expiration
Date of Option      of Shares   Price Per Share   Date of Option

<S>                 <C>            <C>            <C>                  
March 20, 1996      500,000        $0.75          January 24, 2006
March 20, 1996      500,000        $0.75          January 24, 2006
December 2, 1996    250,000        $0.50          January 24, 2006

          Total        1,250,000
</TABLE>

Pursuant to the Company's 1996 Nonqualifying 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 Board of Directors, the Company has
issued the following options:

<TABLE>
<CAPTION>

                    Number      Option Exercise   Expiration
Date of Option      of Shares   Price Per Share   Date of Option

<S>                 <C>            <C>           <C>
January 24, 1996    200,000        $0.0001       January 24, 2006
January 24, 1996     30,000        $0.001        January 24, 2006
January 31, 1996     25,000        $0.001        January 24, 2006
February 19, 1996    50,000        $0.0001       January 24, 2006
April 17, 1996        3,000        $0.75         January 24, 2006

     Total          308,000
</TABLE>

Total options for shares of the Company's common stock issued 1,558,000.

<PAGE> 30

NOTE #5 - Stock Options - Continued

<TABLE>
<CAPTION>
                            Weighted    Loss for 
                      Average Shares    Current      Loss Per
                         Outstanding    Period          Share
<S>                       <C>         <C>          <C>   
Shares Outstanding at
 September 30, 1996        3,424,450   $  255,744   $    0.07
Options Outstanding
 at September 30, 1996     1,308,000      255,744        0.20
                           __________________________________
     Totals                4,732,450   $  255,744   $    0.05
</TABLE>

NOTE #6 - Notes Payable

     Note #1
     Payable to a shareholder at a variable interest rate as
       charged by The Bank of Nova Scotia, in Canada,
       for a United States dollar loans;
       Note is Due January 17, 1997                    $    50,000

     Note #2
     Payable to Javlee Investment Limited at a variable
       interest rate as charged by The Bank of Nova Scotia,
       in Canada, for United States dollar loans;
       Note is Due January 17, 1997                     $   75,000
                                                        ___________
       Total                                            $   125,000

NOTE #7 - Depreciation

The Company capitalizes the purchase of equipment and fixtures for major
purchases in excess of $1,000 per item. Capitalized 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, 1996 and September 30, 1995.

               September 30       Depreciation    Accumulated
               1996    1995       Expenses        Depreciation
Assets         Cost    Cost  Life 1996  1995     1996     1995
_______________________________________________________________
Furniture &
 Fixtures    $4,214     $0     5  $350   $0       $350     $0 

NOTE #8 - Consulting Agreements

The Company currently has four consulting agreements for services. Two of
these agreements have been paid for by issuing 500,000 shares of common
stock pursuant to Regulation S. The agreements require the consultants to
be available to the Company upon request and the agreements expire February
19, 1997 and March 4, 1997. The Company has two additional consulting
agreements for which it issued options under its 1996 Nonqualifying Stock
Option Plan of 25,000 shares and 50,000 shares respectively, these
agreements expire January 31, 1997 and February 19, 1997. Upon the
termination of the consulting agreement the option holder does not return
the option to the Company.

<PAGE> 31

NOTE #9 - Distributor Agreement

The Company issued 300,000 shares of its common stock pursuant to a Supply
and Distribution Agreement dated July 31, 1996 between Globesat
Infrastructure Technologies Corp. ("Globesat I.T."), a wholly owned
subsidiary of the Company, Stratford Acquisition Corp., a Minnesota
company, and Supercrete N/A Limited, a Turks and Caicos Islands company. 
The Company assigned its position in the agreement to Globesat I.T.

Pursuant to the agreement, Stratford Acquisition Corp. granted to Globesat
I.T. a license to distribute Novacrete products for an initial term of five
years, subject to certain terms and conditions contained in the agreement,
on an exclusive basis throughout Mexico, Chile, and Argentina, and on a
non-exclusive basis throughout most other countries of the world, which
can, on a country by country basis, become exclusive subject to certain
terms and conditions contained in the agreement.  The agreement is
renewable by Globesat I.T. for a further five year term, provided that
Globesat I.T. pays to Stratford Acquisition Corp. the minimum amounts set
out below.

Globesat I.T. shall be required to meet minimum purchase quotas during the
initial term of the agreement in the amount of $1,000,000 for all countries
covered by this license, in the aggregate, for each period ending November
30, commencing on November 30, 1997 through November 30, 2001. Globesat I.T.
may apply to a subsequent year's minimum purchase quota, the portion by which
purchases in any year exceed that year's minimum purchase quota.

NOTE #10 - Novatone License

The Company, through its subsidiary Windsor Acquisition Corp., acquired
from Javlee Investments Limited, its right, title, and interest in the
Novatone Facial Toner (the "Product"). The Company issued a short term note
payable in the principal amount of $75,000 for the acquisition.

In accordance with the terms and conditions of an agreement (the
"Agreement") with the original inventor of the Product, the original
inventor granted to the Company:

(1) the exclusive right and license to use the methods and technical know-how  
 to manufacture, market, promote, distribute, offer for sale and
sell the Product throughout the world; and

(2) the world, and the exclusive right and license to use the trademark     
    "Novatone" in relation to the Product manufactured, packaged, marketed, 
    promoted, distributed, offered for sale or sold by the Company.

The term of the Agreement is for three years (the "Initial Term") and, upon
the expiration of the Initial Term, the Company has the right to renew the
Agreement for a further period of three years (the "Second Term").

The Agreement provides for the payment of a royalty to the original
inventor. During the Initial Term, the amount of the royalty is $4.00 per
unit of the Product sold by or on behalf of the Company. For the Second
Term, if applicable, the royalty is to be negotiated by the Company and the
original inventor, however, in no event shall the royalty be greater than
$4.00 per each unit of the Product sold. All royalties become due and
payable fourteen days after receipt by the Company of funds derived from
sales of such product.
<PAGE> 32

NOTE #10 - Novatone License - Continued

For the calendar years 1996, 1997 and 1998 only, the Company is required to
pay to the original inventor the greater of the royalty amount as per the
above paragraph, or the minimum annual payment set out below, on or before
December 31, of each respective year:

               Calendar Year       Minimum Payment
               1996                      $ 100,000
               1997                        200,000
               1998                        300,000

The Company has the right to terminate the Agreement and its obligations
thereunder (with the exception of the payment of any royalties then owing)
upon thirty days' written notice to the original inventor at any time on or
after January 1, 1997.

The Company has accrued $75,000 for the minimum royalty due for fiscal 1996
as an accounts payable. Currently the Company seeks to modify the Agreement
to nullify or vary the minimum royalty amount due but the outcome of these
negotiations is unknown at the date of this report.

NOTE #11 - 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
Company 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  $255,744            2011

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.

<TABLE>
<CAPTION>


                                             1996      1995
<S>                                          <C>       <C>
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current Prevailing
Federal Tax Rate                             $82,990      $0

Evaluation Allowance                         (82,990)      0

     Net Tax Asset                                $0      $0

     Current Income Tax Expenses                   0       0
     Deferred Income Tax Expenses                  0       0

</TABLE>


<PAGE> 33

NOTE #12  - Related Party Transactions

The Company has related party transactions as follows:

     Notes Payable of $125,000 as reported in Note #6.

     The Novatone License Agreement as reported in Note #10.
     
     Stock option pursuant to the 1996 Qualified Stock Option Plan as       
     reported in Note #5.
     
NOTE #13 - Subsequent Events
     
The Company is currently making presentations to various venture capital
sources and others to raise additional capital. The Company is also
pursuing possible strategic partnerships or collaborations with other
companies interested in its products or technologies. The need for
sustained funding of the Company's production and distribution programs
drives the Company's efforts to raise additional capital from investors.
The Company intends to privately place debt or equity securities over the next
twelve months.

NOTE #14 - 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, 1996, 1995 and 1994.
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 Company 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 Company 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.


<PAGE> 34

                               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, 1996, 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(1)     Chairman,           01/96               *
                         Chief Executive
                         Officer, and        01/96               *
                         Director            01/96               *

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

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

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

Michael J. Bellman       Vice President      12/96               *

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.




<PAGE> 35

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

Mel B. Greenspoon, age 52, is Chairman of the Board of Directors and Chief
Executive Officer of the Registrant. From June 1995 to September 1995, he
was an officer and director of Stratford Acquisition Corp. Prior to 1995,
he was Vice President and co-founder of Tactix Construction Limited, a real
estate development and general contracting company based in Toronto,
Canada. Mr. Greenspoon has over 30 years experience in the real estate
development and construction industries. As a general contractor, Mr.
Greenspoon coordinated and managed all aspects of infrastructure
construction, and is familiar with a vast range of advanced infrastructure
technologies. Mr. Greenspoon has also served as a consultant on a range of
domestic and international construction projects. Mr. Greenspoon is
currently a director of the Metropolitan Toronto Apartment Builders
Association. 

Lee A. Greenspoon, age 28, is President, Chief Operating 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. He currently serves as Chairman of the CGBC Network,
which includes graduate business alumni from over 50 countries. The CGBC
network was established in 1993 as a component of an international graduate
business conference specializing in international infrastructure
development. During the same period, Mr. Greenspoon served as Chairman of
the Graduate Business Council of his MBA program. 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 
<PAGE> 36

international trade missions.

Allan Greenspoon, age 43, is Chief Financial Officer and a Director of the
Registrant. He is a chartered accountant and has been a member of the
Institute of Chartered Accountants in the Province of Ontario since 1979.
Mr. Greenspoon has extensive experience in the areas of product and concept
development and implementation. He was the founder and President of Circlet
Foods Inc., a company which pioneered the development of the ready-to-use
pizza crust. While with Circlet, Mr. Greenspoon developed the company's
North American distribution network. Recently, Circlet was sold to a large
international food conglomerate. Mr. Greenspoon presently serves as
President of Tasty Batters, a baked goods manufacturer and distributor.

Darryl R. Lustig, age 39, is a Director of the Registrant. Mr. Lustig is
currently Corporate Vice President, Sales and Marketing of Colonial Health
Care Supply Company 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.

Michael J. Bellman, age 29, is Vice President of the Registrant. He is a
lawyer with a Master of Business Administration degree. He was called to
the Bar of the Province of Ontario in February, 1996. Mr. Bellman completed
his articles with Davies, Ward & Beck, a Toronto law firm. Mr. Bellman has
worked jointly with and consulted to Mr. Lee Greenspoon on a number of
projects while Mr. Greenspoon was with Bariston Inc. and Seidenstrasse
Development Corporation. Mr. Bellman has been involved in a number of
entrepreneurial projects, including the ownership of a paralegal service
and a household furniture company. He has also worked as a consultant to
the financial services industry, most notably as Project Director for
Brendan Wood International's "The Bond Market in Canada - 1992 Edition".

Avi S. Greenspoon, age 27, 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 corporate/commercial/securities
practice group at Aird & Berlis, a Toronto law firm.

FAMILY RELATIONSHIPS

Messrs. Mel B. Greenspoon and Allan Greenspoon are brothers. Mr. Mel B.
Greenspoon is the father of Messrs. Lee A. Greenspoon and Avi S.
Greenspoon. Mr. Darryl R. Lustig is a cousin of Messrs. Mel B. Greenspoon
and Allan Greenspoon.

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 Company:

(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;

<PAGE> 37
 
(2) was convicted in a criminal proceeding or named the subject of a        
    pending criminal proceeding (excluding traffic violations and other        
    minor offences);

(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, 1996: Form 3
(Initial Statement of Beneficial Ownership of Securities) for Mel B.
Greenspoon, Allan Greenspoon, Lee A. Greenspoon, Avi S. Greenspoon, and
Michael J. Bellman; and Form 4 (Change of Beneficial Ownership) for Allan
Greenspoon, and Lee A. Greenspoon.

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.


<PAGE> 38

SUMMARY COMPENSATION TABLE

The following table sets forth the aggregate compensation paid by the
Company for services rendered for the fiscal year ended September 30, 1996
(the table has been divided for ease of presentation):

<TABLE>
<CAPTION>

                          SUMMARY COMPENSATION TABLE

                                   Annual Compensation
(a)                 (b)            (c)            (d)       (e)
Name and            Year Ended                              Other          
Principal           September 30                            Annual         
Positions                          Salary($)      Bonus($)  Compensation($)

<S>                 <C>            <C>            <C>       <C> 
Mel B. Greenspoon
Chairman, Chief
Executive Officer,
and Director        1996                0              0         0

Allan Greenspoon 
Chief Financial 
Officer and 
Director            1996                0              0         0

Lee A. Greenspoon
President, Chief
Operating Officer,
and Director        1996                0              0         0

Darryl R. Lustig
Director            1996                0              0         0

Michael J. Bellman(1)       
Vice President      1996                0              0         0
  
Avi S. Greenspoon
Secretary           1996                0              0         0

Jack R. Coombs 
Former President    
and Former Director 1996                0              0         0

Sandra E. Hansen
Former Vice 
President and 
Former Director     1996                0              0         0

Sheryl A. Ross
Former Secretary,
Former Treasurer,
and Former Director 1996                0              0         0

</TABLE>

<PAGE> 39

<TABLE>
<CAPTION>
                    SUMMARY COMPENSATION TABLE (Cont.)
                                   Long Term Compensation
                                     Awards            Payouts   

(a)                 (b)       (f)           (g)        (h)       (i)
Name and            Year      Restricted    Securities           All
Principal           Ended     Stock         Underlying LTIP      Other
Positions           September Award(s)      Options/   Payouts   Compen-
                    30                      SARs (#)    ($)      sation ($)

<S>                 <C>       <C>           <C>        <C>       <C> 
Mel B. Greenspoon
Chairman and Chief
Executive Officer   1996      0              0/0         0       0

Allan Greenspoon 
Chief Financial 
Officer and 
Director            1996      0              500,000/0   0       0

Lee A. Greenspoon
President, Chief
Operating Officer,
and Director        1996      0              500,000/0   0       0

Darryl R. Lustig
Director            1996      0              0/0         0       0

Michael J. Bellman(1)       
Vice President      1996      0              0/0         0       0
     
Avi S. Greenspoon
Secretary           1996      0              0/0         0       0

Jack R. Coombs 
Former President,   
and Former Director 1996      0              0/0         0       0

Sandra E. Hansen(2)
Former Vice 
President and 
Former Director     1996      0              0/0         0       0

Sheryl A. Ross(2)
Former Secretary, 
Former Treasurer,
and Former Director 1996      0              0/0         0       0

</TABLE>
 
Notes:
(1) Mr. Bellman was not an Officer of the Registrant at any time during the
fiscal year ending September 30, 1996. However, prior to his appointment as
an Officer of the Registrant on December 2, 1996, Mr. Bellman provided
certain consulting services to the Company. On April 17, 1996, the
Registrant granted to Mr. Bellman, pursuant to its 1996 Nonqualifying Stock
Option Plan, options to acquire 3,000 shares of Common Stock at an exercise
price of $0.75 each. On such date, Mr. Bellman exercised all of such
options. Mr. Bellman sold all 3,000 shares for gross proceeds of $3,750, or
$1.25 per share. On December 2, 1996, the Registrant granted to Mr. Bellman
pursuant to its 1996 Qualified Stock Option Plan, options to acquire 
<PAGE> 40

250,000 shares of Common Stock at an exercise price of $0.50 each. Such
options may be exercised by Mr. Bellman at any time and from time to time
from June 3, 1997 to January 24, 2006.
(2) On October 24, 1995, the Registrant filed an S-8 Registration Statement
with the Securities and Exchange Commission registering the issuance of
100,000 shares of its Common Stock to certain consultants for services to
be rendered, and is incorporated herein by reference. These shares were
issued as follows, to-wit: Leonard W. Burningham, Esq., 29,000 shares;
Branden T. Burningham, Esq., 29,000 shares; Sheryl A. Ross, 29,000 shares;
and Sandra E. Hansen, 13,000 shares. Management of the Company has no
further information with respect to the status of the shareholdings of Ms.
Ross and Ms. Hansen.

OPTION/SAR GRANTS TABLE

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
Company 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, with the exception of Mr. Bellman, 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.

The following table sets forth the aggregate option/SAR grants made by the
Registrant to current Officers during the past fiscal year. All such grants
were made from the Registrant's above-mentioned 1996 Qualified Stock Option
Plan (with the exception of the grant to Michael J. Bellman, as described
below). As of September 30, 1996, the Registrant had granted a total of
1,000,000 options from its 1996 Qualified Stock Option Plan. As of the date
hereof, none of the aforementioned 1,000,000 options have been exercised.

<TABLE>
<CAPTION>

                    Option/SAR Grants in Last Fiscal Year
                              Individual Grants

(a)                 (b)            (c)            (d)            (e)
                    Number of      
                    Securities     % of Total
                    Underlying     Options/SARs
                    Options/       Granted to     Exercise or
                    SARs           Employees in   Base Price     Expiration
Name                Granted (#)    Fiscal Year     ($/Sh)        Date

<S>                 <C>            <C>            <C>            <C>
Mel B. Greenspoon   0/0            n/a            n/a            n/a

Allan Greenspoon    500,000/0      49.85%         $0.75          01/24/2006

Lee. A. Greenspoon  500,000/0      49.85%         $0.75          01/24/2006

Michael J. Bellman(1) 3,000/0       0.3%          $0.75          Exercised 

</TABLE>
Notes:
(1) Prior to his appointment as an Officer of the Registrant on December 2,
1996, Mr. Bellman provided certain consulting services to the Company. On
<PAGE> 41

April 17, 1996, the Registrant granted to Mr. Bellman, pursuant to its 1996
Nonqualifying Stock Option Plan, options to acquire 3,000 shares of Common
Stock of the Registrant at an exercise price of $0.75 each. On December 2,
1996, the Registrant granted to Mr. Bellman pursuant to its 1996 Qualified
Stock Option Plan, options to acquire 250,000 shares of Common Stock at an
exercise price of $0.50 each. Such options may be exercised by Mr. Bellman
at any time and from time to time from June 3, 1997 to January 24, 2006.

AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE      
TABLE

The following table sets forth the aggregated option/SAR exercises made by
Officers of the Registrant during the past fiscal year.

<TABLE>
<CAPTION>


     Aggregated Option/SAR Exercises and FY-End Option/SAR Values

(a)                 (b)            (c)            (d)            (e)
                                             Number of
                                             Securities     Value of
                                             Underlying     Unexercised
                                             Unexercised    In-the-Money
                                             Options/SARs   Options/SARs at
                                             at FY-End (#)  FY-End ($)
                    Shares
                 Acquired on       Value     Exercisable/   Exercisable/
Name              Exercise        Realized   Unexercisable  Unexercisable

<S>                 <C>            <C>       <C>            <C>
Mel B. Greenspoon   n/a            n/a       0/0            0/0

Allan Greenspoon    n/a            n/a       500,000/0      0/0

Lee A. Greenspoon   n/a            n/a       500,000/0      0/0

</TABLE>
On December 2, 1996, the Registrant granted to Michael J. Bellman, pursuant
to its 1996 Qualified Stock Option Plan, options to acquire 250,000 shares
of Common Stock at an exercise price of $0.50 each. Such options may be
exercised by Mr. Bellman at any time and from time to time from June 3,
1997 to January 24, 2006.

LONG-TERM INCENTIVE PLAN AWARDS TABLE

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

As indicated previously in this Item, on October 24, 1995, the Registrant
filed an S-8 Registration Statement registering the issuance of 100,000
shares of its Common Stock to certain consultants for services to be
rendered.

Also, 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.




<PAGE> 42

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.

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 Company, 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.
<PAGE> 43

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 23, 1996.

<TABLE>
<CAPTION>

(1)       (2)                      (3)                 (4) 
Title of  Name and Address of      Amount and          Percent of Class
Class     Beneficial Owner         Nature of 
                                   Beneficial Owner

<S>       <C>                      <C>                 <C>
Common    Mel B. Greenspoon
 Stock    85 Skymark Drive,
          Suite 1703, North
          York, Ontario,
          Canada, M2H 3P2               1,110,332      21.6%

Common    Allan Greenspoon(1)
 Stock    50 Renaissance Court
          Thornhill, Ontario,
          Canada, L4J 7W4               1,110,332      21.6%

Common    Lee A. Greenspoon(2)
 Stock    11 Wetherby Circle
          Thornhill, Ontario,
          Canada, L3T 7R8                 457,869       8.9%

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

Common    Michael J. Bellman(3)
 Stock    128 Clansman Blvd.
          North York, Ontario,
          Canada, M2H 1Y1                 100,000       1.9%
     
Common    Avi S. Greenspoon
 Stock    3 Wetherby Circle
          Thornhill, Ontario,
          Canada, L3T 7R8                 572,336      11.1%

Common    Toddington Investments Ltd.(4)
 Stock    P.O. Box 260
          Providenciales, Turks and
          Caicos Islands, British 
          West Indies;
          I.M.M. Management Ltd.
          P.O. Box 260
          Providenciales, Turks and
          Caicos Islands, British 
          West Indies; and
          Anicorp Ltd.
          P.O. Box 260
          Providenciales, Turks and
          Caicos Islands, British 
          West Indies                    400,000      7.8%
</TABLE>
          
<PAGE> 44

Notes:
(1) Mr. Allan Greenspoon also holds options to acquire an additional
500,000 shares of Common Stock exerciseable at any time and from time to
time until January 24, 2006.
(2) Mr. Lee A. Greenspoon also holds options to acquire an additional
500,000 shares of Common Stock exerciseable at any time and from time to
time until January 24, 2006.
(3) Mr. Michael J. Bellman also holds options to acquire an additional
250,000 shares of Common Stock exerciseable at any time and from time to
time from June 3, 1997 until January 24, 2006.
(4) This information is derived solely from the Schedule 13D of Toddington
Investments Ltd., dated March 4, 1996, filed with the Securities and
Exchange Commission. Management of the Company has no further information
concerning the relationship among Toddington Investments Ltd., I.M.M.
Management Ltd., and Anicorp Ltd.

The Officers and Directors of the Registrant collectively as a group own an
aggregate of 3,350,869 shares of Common Stock, representing approximately
65% of the issued and outstanding Common Stock of the Registrant, on an
undiluted basis and, collectively as a group, hold options to acquire
1,250,000 shares of Common Stock of the Registrant.

CHANGES IN CONTROL

To the knowledge of management of the Company, 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.

(a) On January 19, 1996, the Registrant exchanged 3,735,000 shares of its
Common Stock, pursuant to Regulation S promulgated under the Securities Act
of 1933, as amended, for 100% of the issued and outstanding stock of
Windsor. At all material times from incorporation to the date of
acquisition 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. Please see Item 1
for further information.

(b) As payment for certain consulting and advisory services rendered in
connection with the acquisition of Windsor, on January 24, 1996, the
Registrant granted to Suncastle Developments Corporation ("Suncastle") an
aggregate of 200,000 options at an exercise price of $0.0001 each, pursuant
to the Registrant's 1996 Nonqualifying Stock Option Plan. On the same day,
Suncastle exercised all of the foregoing options and acquired 200,000
shares of the Registrant's Common Stock.

(c) The Novatone Agreement, including the Novatone License, was assigned to
Windsor by MG, In Trust. MG, In Trust held the Novatone License in trust
for Javlee. Javlee is controlled by Mel B. Greenspoon who is Chairman,
Chief Executive Officer, and a Director of the Registrant. In connection
with this assignment, Windsor issued to Javlee the Javlee Note. Please see
Item 1 for further information.

(d) Windsor borrowed $50,000 from Mel B. Greenspoon. In consideration of
such loan, on January 17, 1996, Windsor issued to Mr. Greenspoon an
unsecured term note in the principal amount of $50,000, payable on January
17, 1997 (the "Mel Greenspoon Note"). The Mel Greenspoon Note bears
<PAGE> 45

interest at a variable rate as charged by a Canadian chartered bank, for
United States dollar loans. A copy of the Mel Greenspoon Note is attached
hereto as Exhibit 10.13. Mr. Greenspoon is Chairman, Chief Executive
Officer, and a Director of the Registrant.

(e) In consideration of providing the introduction of management of the
Company to Startech, and upon execution of the PWC Joint Venture Agreement,
the Registrant issued 400,000 shares of Common Stock pursuant to Regulation
S promulgated under the Securities Act of 1933, as amended, to Toddington
Investments Ltd. Please see Item 1 for further information.

TRANSACTIONS WITH PROMOTERS

None.

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

REPORTS ON FORM 8-K

No report on Form 8-K was filed by the Registrant during the last quarter
of its most recent fiscal year.

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           U.S. Novacrete License Agreement dated July 31, 1996 between 
              Globesat Infrastructure Technologies Corp. and BGS            
            Promotions Inc.

<PAGE> 46

10.4           U.S. Novacrete Supply Agreement dated July 31, 1996          
             between Globesat Infrastructure Technologies Corp.,            
           Stratford Acquisition Corp. and Supercrete N/A Limited.

10.5           Latin American Novacrete License Agreement dated July 31,    
             1996 between Globesat Infrastructure Technologies Corp.,       
           Stratford Acquisition Corp. and Supercrete N/A Limited.

10.6           Consulting Agreement dated February 19, 1996 between the     
             Registrant and Herb Adams

10.7           Consulting Agreement dated February 19, 1996 between the     
             Registrant and Toddington Investments Ltd.

10.8           PWC Joint Venture Agreement dated February 19, 1996 between  
             the Registrant and Startech Environmental Corp. 

10.9           Novatone Agreement dated November 17, 1995 between LA-NUR    
             Inc. and Nicholas Plessas, in Trust.

10.10          First Novatone Assignment Agreement dated November 30,       
             1995 between LA-NUR Inc., Nicholas Plessas, in Trust and Mel   
            Greenspoon, in Trust.

10.11          Second Novatone Assignment Agreement dated January 17, 1996  
             between LA-NUR Inc., Mel Greenspoon, in Trust and Windsor      
           Acquisition Corp.

10.12          Javlee Note dated January 17, 1996 in the principal amount   
             of $75,000.

10.13          Mel Greenspoon Note dated January 17, 1996 in the principal  
             amount of $50,000.

21             List of Subsidiaries.

27             Financial Data Schedule.
<PAGE> 47

                                   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
27th day of December, 1996.

                              GLOBESAT HOLDING CORP.
                              (Registrant)

                              BY: /s/ Mel B. Greenspoon
                                      Chairman 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/ Mel B. Greenspoon    Member of the Board of        12/27/96
                         Directors, Chairman and
                         Chief Executive Officer

/s/ Lee A. Greenspoon    Member of the Board of        12/27/96
                         Directors, President and 
                         Chief Operating Officer

/s/ Allan Greenspoon     Member of the Board of        12/27/96
                         Directors and Chief 
                         Financial Officer