UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.   20549

                                   FORM 10-KSB


[ X ]     ANNUAL REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF  1934

                                 For the fiscal year ended     DECEMBER 31, 2002
                                                               -----------------

[    ]     TRANSITION  REPORT  UNDER  SECTION  13  0R  15(D)  OF  THE SECURITIES
EXCHANGE  ACT  OF  1934

                                For the transition period from                to
                                                          Commission file number

                                 GLOBETRAC INC.
                 (Name of Small Business Issuer in its charter)
                 ----------------------------------------------

 Incorporated in the State of Delaware                                33-0953557
--------------------------------------------------------------------------------
 (State or other jurisdiction of         (I.R.S.  Employer  Identification  No.)
 incorporation or organization)

            42 Brook Street, London, United Kingdom           W1K 5DB
            ---------------------------------------     -------------
             (Address of principal executive offices)     (Zip Code)

Issuer's  telephone  number  44-20-7529-1460
                             ---------------


Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

        TITLE OF EACH CLASS          NAME OF EACH EXCHANGE ON WHICH REGISTERED
                None                                     N/A


Securities  registered  pursuant  to  Section  12(g)  of  the  Act:


                         COMMON STOCK - $0.001 PAR VALUE
                                (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 last 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.     [ X ] YES
[   ]  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  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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<PAGE>

State  issuer's  revenues  for  its  most  recent  fiscal year.          $42,308

State the aggregate market value of the voting and non-voting common equity held
by  NON-AFFILIATES computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past  60  days:  $11,105,100  AS OF MARCH 31, 2003

State  the  number  of  shares  outstanding  of  each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.

                                      CLASS
                                      -----
                            OUTSTANDING AT MARCH 31, 2003
                            -----------------------------
                 Common Stock - $0.001 par value     21,040,000

Documents incorporated by reference:     Exhibit 2.1 (Articles of Incorporation)
and  Exhibit  2.2  (By-laws)  both filed as exhibits to GlobeTrac's registration
statement  on  Form  SB-2  filed  on  August  2,  2001, and Exhibit 10.1 (Master
Distributorship  Agreement) filed as an exhibit to GlobeTrac's Form 8-K (Current
Report)  filed  on  September  11,  2002.

Transitional  Small  Business  Disclosure Format (Check one): YES [  ]   NO [X]

                                        2
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                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

(A)     BUSINESS  DEVELOPMENT

GlobeTrac  Inc.  ("GlobaTrac")  was  incorporated under the laws of the State of
Delaware  on  March  2,  2000  under  the  original name "411 Place.com Inc". On
February  28,  2001,  GlobeTrac  changed  its  name  to  "Artescope,  Inc."


On May 6, 2002 all of the directors and officers of GlobeTrac resigned and a new
director  and  officer  was  appointed.

On  July  29,  2002, the company changed its name to "GlobeTrac Inc."  GlobeTrac
has  an  authorized  capital  of  205,000,000 shares with a par value of $0.001,
consisting  of  200,000,000  common  shares  and 5,000,000 preferred shares with
21,040,000  common  shares  currently  issued  and  outstanding.

GlobeTrac,  Inc.  provided  digital  graphics design and production services for
commercial  and  corporate  enterprises  until  August  27,  2002 when GlobeTrac
changed  its  business direction and began selling, marketing, distributing, and
installing  global  wireless  tracking  and  telematics  equipment.

On  August  27,  2002  the president of GlobeTrac resigned, but remained on as a
director  and  chief  financial officer, and a new president and chief executive
officer  was  appointed.


Also,  on  August  27, 2002, GlobeTrac acquired all of the outstanding shares of
Global  Axxess  Corporation  Limited  for  $1 and two of the directors of Global
Axxess  resigned  and  two  new  directors  were  appointed.  Global Axxess is a
private  Irish  company  that was incorporated on December 31, 1997, as "Advance
High  Tech  Development  Enterprises  Limited".  On  April 26, 2002, the company
changed  its name to "Global Axxess Corporation Limited".  Global Axxess has the
exclusive  rights to distribute global wireless tracking and telematics products
in  Europe.  See  "Business  of  GlobeTrac"  below  for  more  information.

Also, on August 27, 2002, Global Axxess acquired the beneficial ownership of all
the  outstanding  shares  of Globetrac Limited for one British pound and all the
directors  of  Globetrac  Limited resigned and two new directors were appointed.
Globetrac  Limited was incorporated in the United Kingdom on March 28, 2002 as a
private  limited  company  under  the name "Global Axxess Tracking Limited".  On
July  19,  2002  the  company  changed its name to Globetrac Limited.  Globetrac
Limited  is  in  the business of selling, marketing, distributing and installing
the  global  wireless  tracking  and  telematics  equipment.

Neither  GlobeTrac  nor  any  of  its  subsidiaries  have  been  involved in any
bankruptcy,  receivership  or  similar  proceedings. There have been no material
reclassifications,  mergers,  consolidations  or  purchases  or  sales  of  a
significant amount of assets not in the ordinary course of GlobeTrac's business.


(B)     BUSINESS  OF  GLOBETRAC

On  June  19,  2002,  WebTech  Wireless  International,  WebTech  Wireless  Inc.
(TSX-V:WEW)  and  Global  Axxess  Corporation  Limited  agreed  to the terms and
conditions  of a master distributorship agreement whereby WebTech granted Global
Axxess  the  exclusive  right to distribute the Quadrant System  in Europe.  See
Exhibit  10.1  -  Master Distributorship Agreement and "Principal Suppliers" for
more  information.

GlobeTrac  is in the wireless telmatics and mobile services industry. GlobeTrac,
through  its  subsidiaries,  provides  Global  Position System ("GPS") location,
information,  and  tracking  systems to its clients. WebTech Wireless Inc. is an
Alberta  corporation  that  has  developed  and  manufactures a wireless vehicle
tracking, communications and telematics system composed of hardware and software
that  it  calls  the  Quadrant  System  .


Through its subsidiaries, GlobeTrac offers to its clients an end-to-end platform
of wireless and mobile services using a Global System for Mobile communications/
General  Packet  Radio  Service  ("GSM/GPRS")  network  that provides commercial
fleets  with affordable vehicle tracking, communications and telematics services
delivered  over  the  Internet.  Supported  by  the  WebTech  suite of products,
GlobeTrac will be able to provide a variety of wireless and mobile services that
can  be  separated  into  four  key  areas:

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LOCATION  BASED  SERVICES  (LBS)  navigation,  Automatic  Vehicle Location (AVL)
                                  /tracking, proximity-based  services,  traffic
                                  reporting,  geofencing,  vehicle  monitoring.

TELEMATICS                        safety  &  security,  anti - theft,  vehicle
                                  recovery,  air - bag  deployment notification,
                                  remote  door  lock / unlock,  remote  vehicle
                                  diagnostics.

COMMUNICATIONS                    dispatch,  voice,  data,  messaging.

INTERNET                          mobile  computing,  digital  forms, invoicing,
                                  Intranet/Extranet connectivity, Internet
                                  access.


GlobeTrac  and the WebTech suite of products will provide an end-to-end solution
-  no third parties are required for support however, GlobeTrac
will  work  with  a  number  of  third  party  companies to develop more bespoke
solutions.  GlobeTrac  is addressing the entire business service chain
from  vehicle tracking, location services, and telematics data transfer, to full
e-mail  and  Internet  capabilities.


PRINCIPAL  PRODUCTS  AND  SERVICES

The  WebTech  suite  of  products  available to GlobeTrac pursuant to the master
distributorship agreement are made up of certain hardware and software products.
The  WebTech  suite  of  products  provides  ubiquitous  global  network
coverage/roaming  to  produce  responsive,  high-level  detailed  mapping  with
enhanced  routing  capabilities.  Location  and  fleet  management  data  is
transmitted back to base via GSM/GPRS networks rather than Short Message Service
("SMS")  only  or  via  RF  networks.  However,  the  products  have  full  SMS
capabilities.  Along  with the capabilities for remote diagnostic and telematics
control,  the  WebTech  suite  of  products  provides  a  completely  web-based
management  solution  in  its  portal.  Virtually  any device that is capable of
Machine-to-Machine  communication  ("M2M")  could  be  accessible  by  a WebTech
product,  integrating  peripherals such as barcode scanners, printers and credit
card  validators.

A.     CONNECTOR  I1000  WIRELESS  /  MOBILE  DATA  MODEM

The Connector i1000 is a hardware product that provides a reliable wireless data
communications  and  Local  Area  Network ("LAN")/Internet connectivity solution
while  on  the  road.  It  can  also  support  Network  based  location.


B.     L2000  GPRS  TRACKING  DEVICE

The  L2000  is  a  GSM/GPRS  tracking device.  The L2000 allows for over-the-air
configuration, frequent position plotting, duplex communication, and the ability
to  connect terminal devices such as Laptops, Handheld PCs and specialist in-cab
devices.  The  L2000  also  provides  high-speed  mobile  data connectivity that
allows  any  business  or  individual  to have full Internet access while on the
move.  Based  on  Motorola  technology,  the  L2000 offers tri-band connectivity
making  it  possible  to  use  the  L2000  wherever  GPRS  is  available.

C.     LOCATOR  T3000  GPRS  TELEMETRY  &  TRACKING  UNIT

The  Locator  T3000  is a telematics device that uses the power of the Internet,
for  enhanced  communications  and  location  tracking  with  the  increased
functionality  of  telematics.  The  Locator  T3000  provides real-time Internet
connectivity  for  data  rich  services  utilizing  laptops  or personal digital
assistants  ("PDA's"), two-way messaging and a whole range of telematic services
such  as  panic  alerts, remote door lock/unlock and engine immobilization.  The
Locator  T3000 also provides monitoring of heavy equipment and vehicles, vehicle
J-Bus/CAMBUS  reporting, remote vehicle controls, and maintenance notifications.
The  telematic  sensors  of  the  Locator  T3000  provide  real-time  equipment
monitoring  and  control  through an over-the-air connection to on-board vehicle
equipment.

When  used  in  a  vehicle,  the Locator T3000 can monitor, among other systems,
engine  temperature,  fuel  level, oil level, and brake systems.  It can also be
used to remotely stop the engine, lock or unlock doors and monitor refrigeration
units.  This  M2M  capability  also  allows for remote monitoring and control of
fixed  or  mobile  assets  such  as  oil  and  gas  wells,  compressor stations,
pipelines,  fluid  storage tanks, utility meters environmental meters, rail cars
and  truck  trailers.

Reports  are  automatically  generated  showing  all  telematics  events  with
user-created  descriptions.  Diagnostics  and  status  history  will  provide
maintenance  crews  with  important  information  to  alert  them  to  potential
problems.

Geofencing  combined  with  telematics  allows  for  total  security over mobile
assets.  A  telematics  event  can be triggered by the device crossing a pre-set
geofence, which could cause an automatic engine shutdown.  Other triggers can be
set  up  to  activate  a  telematics  event,  such  as  temperature or pressure.

                                        4
<PAGE>

D.     LOCATOR  V3000

The Locator V3000 has the exact same functionality and capabilities of the T3000
but  with  the  addition  of  two-way  voice.

E.     QUADRANT  SYSTEM  -  MANAGEMENT  SYSTEM  SOFTWARE

The  Quadrant  System  is  a  software  product  that  provides a user-friendly,
web-based vehicle services management system for fleets and motorists.  Anywhere
you  have  access to a standard browser, the Quadrant System  provides real time
access  to  the  location,  communication and telematics data transmitted by the
WebTech  Locator  from your vehicle / fleet.  The Quadrant System  then displays
the  transmitted  data  in  a  variety of ways including mapping, messaging, and
history/activity  reports  that  enable  detailed  performance  and  location
monitoring.  The  Quadrant  System  currently  has  four  service  subscription
centers  that  provide  mission-critical wireless fleet management capabilities:

1.   MAPPING  CENTER:  The Quadrant System provides a robust mapping center that
     can  be  accessed  via  the Internet or through a desktop map database. The
     mapping  center  provides  multiple  layers of geographic information (road
     types,  bridges,  tunnels,  landmarks  etc.)  and  a  variety  of  location
     services,  such  as:

TRACKING  - Vehicle positions, speed and direction can be displayed in real-time
     on  the  map  or  in  detailed  history/activity  reports.

GEOFENCING  -  A  geofence  is a virtual boundary that will trigger a predefined
     response  (alert  to  phone  or  PDA)  when  crossed  by  a  vehicle. As an
     additional  telematics feature (WebTech Locator T3000 only), a Geofence can
     be  set  to  remotely  disable  a  vehicle  if  the  boundary  is  crossed.

POLLING  -  Individual  vehicles  can  be polled for their location on-demand in
     situations  where  only  present  position  information  is  desired.

2.   MESSAGING  CENTER:  The Quadrant System messaging center provides unlimited
     two-way  messaging  and/or  canned  message capability (confirm, delivered,
     yes, no etc.) through a user-friendly messaging interface. Detailed vehicle
     messaging  reports  are available that confirm message receipt and reply as
     well  as  time  and  subjects.

3.   REPORT  CENTER:  The  Quadrant  System  report  center  generates  detailed
     activity  reporting  on  driver and vehicle performance. Report data can be
     exported  into  corporate  databases  via  XML,  comma  delimited  text, or
     proprietary  formats.

4.   TELEMATICS CENTER: The Quadrant System telematics center provides a command
     center  for  monitoring  your vehicle assets performance and for performing
     "remote control" functions of the vehicle and its equipment. The telematics
     center  is  also the safety command center where panic button notifications
     and  vehicle  diagnostic  alerts  are  managed.

F.     QUADRANT  SYSTEM   -  TRACKING  SERVICE  SOFTWARE

The  Quadrant  System  tracking service software provides full function tracking
of vehicles through an easy to use Internet interface.  As a result of using the
Internet for realtime tracking and messaging of the clients' vehicles, there are
numerous  options  and  features  available  to  the  clients,  including:

1.   GLOBAL  POSITIONING  SERVICE  ("GPS")  FLEET  TRACKING:  The  software  can
     instantly  track and locate where the clients' vehicles are 24 hours a day,
     7  days  a  week on a real-time basis. Also, GPS fleet tracking solves four
     prevalent  fleet  management  challenges:
               o     reporting,
               o     field  personnel  management  /  scheduling,
               o     vehicle  operations  /  usage,  and
               o     customer  service.

2.   TWO-WAY  MESSAGING:  The  software  allows  two-way  messaging  short-text
     messaging  communication between the client and its fleet or pre-programmed
     text messages such as "package delivered" or "routing assistance required".
     If  used  in  conjunction  with a PDA or a laptop, the client and its fleet
     will  have  access  to  scheduling and a constant communication connection.

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<PAGE>

3.   ENTERPRISE  CONNECT:  The  WebTech  locator  series  of  hardware  products
     provides a wireless vehicle service gateway that offers high-speed Internet
     connectivity through GSM/GPRS networks. The client can connect in real-time
     to  its  back-office  for  invoicing,  inventory, customer lookup, Intranet
     access  or  to any other automated business processes. Also, the use of the
     high  speed  Internet  will  allow  the client unlimited integration of its
     mobile  workforce  activities  with  its  corporate  network.

4.   DIGITAL  FORMS:  The  use  of  PDA  based digital forms will help eliminate
     unnecessary  paperwork  and  forms  in  the  clients'  fleet.  From instant
     delivery confirmation to invoicing or electronic logbooks, the digital form
     service  streamlines  the  client's  mobile paperwork into simple automated
     forms  and  allows  full integration between the client's vehicle fleet and
     back-office  applications.

5.   TELEMATICS: Telematic sensors controlled by over the air commands provide a
     level  of security for the client's mobile assets, including, among others,
     mobile  refrigeration  units.


6.   ANTI-THEFT:  The  WebTech  locator  series  of hardware products provides a
     level  of  security  of not only knowing where the client's vehicles are at
     all  times,  but  instant  notification  of  any  unauthorized  activity.


7.   NEAREST VEHICLE LOCATOR: With constant tracking (polling intervals are able
     to  be  set  much  lower  because  of  GPRS),  Real-time  tracking is now a
     possibility,  with  the added benefit that it is at a significantly reduced
     cost  to  traditional systems. A client's address can be located online and
     the  nearest  vehicle  to  that  client  identified.


MARKETS

GlobeTrac is currently addressing commercial markets including fleets, couriers,
security  firms,  transportation industry and utilities. The market potential is
very  broad,  especially telematics, which can be applied to almost any fixed or
mobile  asset  in  need  of  monitoring  and  remote  control.

GlobeTrac  has  established a multi-tier marketing profile for Europe, initially
focusing  on  developing  the  following  territories:

                   o     United  Kingdom
                   o     Greece/Turkey
                   o     Italy
                   o     France
                   o     Switzerland
                   o     Germany  (possibly  extending  to  Austria)
                   o     Benelux  Region
                   o     Nordic  Region
                   o     Spain/Portugal

These  territories  have  been  identified based on their telecom maturity, GPRS
coverage,  industry  profile  and  local presence or market knowledge.  GSM/GPRS
coverage  from  most  recent  data  confirms that most networks cover the entire
country  rather  than  regional  territories.  GPRS Roaming agreements with full
interconnect  between  Mobile carriers is more developed in Europe than anywhere
else  in  the  World  and  continues  to  mature.  .

     UNITED  KINGDOM

Four  primary  suppliers, Orange, Vodafone, O2 and T-Mobile, dominate the United
Kingdom.  All  four  have  full  GPRS  capability.

     GREECE/  TURKEY

Greece  has  three  primary  suppliers, Cosmote, Panafon/Vodafone, TeleSTET with
GPRS  coverage  rapidly  being deployed.  A fourth provider, Q-Telecom commenced
operations  in  June  2002.

Turkey has three primary providers, Turkcell, Telsim and Aria.  GPRS coverage is
spasmodic  but  is  being  rapidly  being  deployed  particularly  by  Turkcell.

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     ITALY

Italy  has  three  primary  suppliers, TIM, Vodafone/Omnitel, and WIND, all with
mature  GPRS  coverage.

     FRANCE

France  has  three  primary  suppliers,  Orange, SFR Cegetel, Bouygues, all with
mature  GPRS  coverage.

     SWITZERLAND

Switzerland  has  three  primary  suppliers,  Swisstel,  TDC,  Orange  with GPRS
coverage  already  very  mature.

     GERMANY

Germany  boasts  four  primary  telecom  providers  of  which  T-Mobile  and  D2
(Vodafone)  are  the primary players.  The other two are E-Plus and O2.  A MVNO,
Viag,  also  operates  but  is  still  relatively  small.

     BENELUX  (BELGIUM,  NETHERLANDS  AND  LUXEMBOURG)

Of  the  three countries, the Netherlands are the most developed mobile economy.
The  primary  Dutch  carrier  KPN  have  recently teamed with DoCoMo of Japan to
introduce  2.5G  and  3G  technologies  into the market.  Vodafone is developing
their  3G  infrastructures and are on course to be one of the first to implement
in  Europe.  Orange  is  also  a  major  player.

Belgium  has a lesser coverage than the Netherlands but this should be addressed
once BASE (formerly KPN Orange) completes their GPRS rollout.  The other two GSM
GPRS  providers  are Mobistar(France Telecom) and Proximus(Vodafone), the latter
heavily  promoting  GPRS for business users through value added services such as
Office@ccelerator.

The  market  in  Luxembourg is likely to remain small, but as a financial centre
there  may be interest from investment community and banking sector for wireless
applications  such  as  payment  processing.

     NORDIC  REGION  (NORWAY,  SWEDEN,  DENMARK  AND  FINLAND)

The Nordic region is the most advanced mobile community in the world and home to
two  of  the  largest  mobile  phone  producers  in Ericsson and Nokia.  GPS has
limited  coverage  in  the  far North of the region, and was recently sited as a
primary  driver  for the European Galileo project, the development of a European
GPS  network  (to  existing GPS standards) that will provide greater coverage of
Northern  and  North-Eastern  Europe.

In  Denmark, TeleDanmark, Sonofon and Telia have all implemented GPRS solutions.
TeleDenmark  boasts  total  coverage while Telia exposure is restricted to prime
population  in industrial regions.  Telia have adopted a similar strategy within
Finland  covering  only  Helsinki,  Tampere  and  Turku.  Sonera  and Radiolinja
provide  almost  total coverage of the country, with only Lapland having limited
coverage.

Sweden is the stronghold of Telia, with the largest percentage of the market and
greatest  penetration,  Telia is positioned to benefit from the continued growth
of  the Swedish market.  However, Vodafone are making significant inroads to the
market following the acquisition of Europolitan.  Telenor and Netcom service and
provide  coverage  to  98%  of  the  population  of  Norway.

     SPAIN/PORTUGAL

Spain  has  three  dominant  suppliers,  Telefonica, Vodafone Espana, and Amena.
GPRS  coverage and the quality of the coverage for these suppliers is improving.

Portugal  has three suppliers, TMN, Vodafone Telecel and Optimus.  GPRS coverage
is  being  rolled out all over the country, which is enabling GPRS base stations
with  GPRS  functionality.

DISTRIBUTION  METHODS

GlobeTrac  will  distribute its products and services by selling directly to end
users  in  the United Kingdom via a GlobeTrac employed sales team.  In addition,

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in  the  United  Kingdom  and  throughout  the  remainder of continental Europe,
GlobeTrac  will establish a network of qualified agents with local knowledge and
expertise  to market the product in their respective territories.  Some vertical
market  agents  will  also  be engaged in specific vertical market segments e.g.
Public  Transport,  Government  etc.  A  vertical market agent exclusively sells
into  a  specific  industry  sector and is an expert with strong contacts in the
public  transport  field.

STATUS  OF  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR  SERVICE

WebTech's  products  and  operating businesses are constantly under development.
GlobeTrac  will  work  with  WebTech  and  its  own internal staff to create new
technical features and capabilities, and will work with its operating businesses
to  identify  new  consumer  demands  in  the  marketplace.

The  following  is  a  list and brief discussion of the projects currently under
development:

TELECOM  AGREEMENTS:  Discussions  are  progressing  with  three  major European
operators.  Reseller  agreements  will  provide  GlobeTrac  with a margin on the
traffic,  a  proper  "finders  fee" for each client brought to the operator, and
access  to  a  co-marketing  program.


     INTERLINK  (READING):  GlobeTrac  has installed the WebTech locator product
in  a  fleet  company.

GlobeTrac  is  in  discussions  with a company that controls 120 couriers in the
United  Kingdom  with  a  potential  of  over  1,000  vehicles.


GlobeTrac  has recently placed multiple units with an applications developer and
systems integrator who in turn has installed the units in its customers' fleets.
The  developer/integrator  operates  in  the  United  Kingdom.

GlobeTrac  has  supplied multiple locators to a French reseller and is presently
negotiating  the  terms  of  a  formal  reseller  agreement  with  them.

GlobeTrac  is  poised to sign a formal reseller agreement with a Greek reseller,
specializing  in  fleet  management systems and vehicle tracking.  This reseller
operates  in  both  Greece  and  Turkey.

Terms  have  been  agreed  with  an  agent  in Italy to whom GlobeTrac will give
exclusivity.  The  agent  will  set up an extensive network of resellers and sub
agents  throughout  Italy.

GlobeTrac  has gained exclusive rights to provide wireless telematics and mobile
devices  and  service  platform from WebTech Wireless Inc. to network operators,
mobility  solution  providers,  wireless  resellers  and  companies that require
wireless  telematics  and  mobile  solutions  in  Europe.

COMPETITION

GlobeTrac  competes  with  many companies possessing greater financial resources
and  technical  facilities  than  itself  in  the  wireless telmatics and mobile
services  industry  as  well  as  for the recruitment and retention of qualified
personnel.  Many  of  GlobeTrac's  competitors have a very diverse portfolio and
have  not confined their market to one industry, product or service, but offer a
wide array of multi-layered businesses consisting of many different customer and
industry  partners.  Some  of these competitors have been in business for longer
than  GlobeTrac  and  may  have  established  more  strategic  partnerships  and
relationships  than  GlobeTrac.

The  wireless  telmatics  and  mobile services industry is highly competitive in
such  sectors  as  haulage, fleet management and basic AVL service.  Competitors
are  predominantly  in the wireless vehicle services' market, which is separated
into two main areas; telematics and automatic vehicle location (AVL).  There are
over  50  companies  in  North  America  alone and approximately 70 companies in
Europe  that  provide  tracking  services.

Following is a brief discussion of a few of GlobeTrac's major competitors in the
wireless  telmatics  and  mobile  services  industry.

     SIEMENS  DATATRAK  LOCATION  &  INFORMATION  SYSTEMS  LTD.

Siemens  Datatrak Location & Information Systems Ltd. has developed a land-based
positioning  system.  Apart  from  the  United  Kingdom,  the  system  has  been

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<PAGE>

established  in  Argentina, Austria, Belgium, Luxembourg, Malta, the Netherlands
and  South  Africa.  The  system  incorporates  a high-speed data communications
network  along  with  low  frequency  signals.  Location of the remote assets is
determined  via  an  integrated  low  frequency  and  GPS  positioning  network.

     MINORPLANET  SYSTEMS  PLC

Minorplanet  has  developed a vehicle management information system.  The system
is  developed,  manufactured  and supported in-house exclusively by Minorplanet.
The  company  has  a  client  base  of  some  3,000 businesses and employs 1,200
full-time  staff.

     BOX  TELEMATICS  LTD.

Since 1998, Box Telematics Ltd, has developed its BOX product range and services
technology.   Box  offers  a  wide  range  of  wire-free  telemetry  systems for
numerous  applications  within  industry  and  commerce.  Box  also  offers  a
comprehensive data network by which to transfer the data.  As well as the United
Kingdom,  Box  is  able  to  offer  data  connections in more than 100 countries
world-wide.  BOX  telematics  uses a blend of communication mediums such as GSM,
GPRS,  3G,  radio  and  satellite  to  transmit  data.

WIRELESS  MATRIX  CORP.  (WRX  -  TSE)

Wireless  Matrix  sells  wireless  data units and telemetric devices designed to
monitor  remotely  fixed  assets  such  as  oil wells, pipelines, storage tanks,
utility  meters,  etc.   Matrix  also sells a field service unit for back-office
connectivity.  The  device  is  capable  of  small  file  transfers  and  e-mail
messaging.  However,  the  Matrix  devices  are  not  voice-capable.

The  services  provided  by  Matrix  feature:
       o     Alarm  monitoring  and  service  dispatch: notification of alarm
             status by phone  or  fax.
       o     Demand polling: polling sites for status of monitored asset.
             Communicator will  determine  the  rate  of  polling.
       o     Supervisory  control:  can  change  site  parameter points using
             Interview component.  This  is  the  telematics  command  service.
       o     Automatic  billing:  Matrix  customers  receive automatic monthly
             billing.

     QUALCOMM

QUALCOMM  is a leading provider of fleet tracking services in the United States.
QUALCOMM  has typically addressed the long haul and trailer tracking segments of
the  fleet  communications  industry.

     MOTIENT

Motient  (formerly  American  Mobile)  is  both  a  data network operator, and a
provider of fleet communications and tracking services.  Motient's current fleet
communications  services  are  primarily targeted towards the long-haul trucking
market.

     PEOPLENET  COMMUNICATIONS

This  privately  held  Minnesota  corporation  integrates  analog  cellular
transceivers  and  GPS  receivers  to primarily serve the small to mid size long
haul  trucking  market.

The  services  are  provided  through a location device along with options for a
messaging  terminal and a handset.  PeopleNet provides the following application
services  over  its  Internet  platform:
       o     a  "Load Match" application which posts available loads and their
             location online;
       o     a  credit  checking service which allows PeopleNet's customers to
             check on companies'  with  potential  loads;  and
       o     a  fuel  tax  and  mileage  routing  calculator.

COMPETITIVE  POSITION  AND  METHODS  OF  COMPETITION

Management  believes  that  the WebTech suite of products have the following key
advantages  over  GlobeTrac's  competition:


       o     capable  of  real  Internet  browsing and full e-mail functionality
             rather than  relying on wireless application protocol ("WAP"), or
             simple SMS messaging.
       o     capable  of  remote  diagnostic  and  telematics  control

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<PAGE>

       o     provide  a  completely web-based management solution in its portal.
             Virtually any device that is capable of M2M communication can be
             accessible with a  WebTech  product.
       o     clients  require  only  one  device to access the core services
             offered by GlobeTrac,  with  extra services coming from common
             peripherals such as PDAs and laptops.

Following  is  a  summary  of  the  strengths of the WebTech suite of products :

       o     First  to  market  with  certified  GSM/GPRS  location / telematics
             device
       o     Ubiquitous  global  network  coverage  /  roaming  (GSM)
       o     End-to-end solution - no third parties required for support or
             development
       o     Requires  only  a  single  device, with none of the unwieldy
             components of other  systems,  such  as  proprietary  networks  or
             protocols.
       o     It's small(1.5" x 3"), lighter (0.25 lbs), and offers data transfer
             rates that  are  ten  times  faster  than  traditional  wireless
             network  speeds.
       o     Suite  of  wireless  data  services  beyond  tracking/vehicle
             location (messaging,  navigation,  Internet  connectivity  etc.)
       o     Motorola  compliance  certification  and  the  only  product with
             AT&T GSM Network  certification.
       o     Airtime,  hardware,  and  service  pricing  is  competitive  and
             offer an excellent  value  to  service  clients.
       o     In-vehicle  device agnostic platform provided in the vehicle that
             achieves interoperability  with  wireless  devices  such  as  PDAs,
             Handsets  etc.
       o     Easy  in-vehicle  installation,  small  compact location/telematics
             device
       o     Integrates  peripherals such as barcode scanners, printers and
             credit card validation
       o     Responsive,  high-level  detailed  mapping  with  enhanced  routing
             capabilities.

PRINCIPAL  SUPPLIERS

WebTech  is GlobeTrac's sole supplier and GlobeTrac acquires all of its products
directly  from  WebTech.  For  a  term  of two years, WebTech has granted Global
Axxess  the  exclusive right to distribute WebTech's suite of products in Europe
pursuant  to  the  terms  and conditions of the master distributorship agreement
dated  June 19, 2002 among WebTech Wireless International, WebTech Wireless Inc.
and  Global Axxess Corporation Limited.  The suite of products is made up of all
hardware,  software  and any products developed by WebTech that permits wireless
tracking,  transmitting  or  archiving  of  data or any combination of the three
functions.

Global  Axxess'  exclusive  right  of distribution will expire on June 18, 2004.
However,  if  Global Axxess has ordered the minimum number of units from WebTech
before  the  end  of  the  term,  Global Axxess will have the right to renew the
agreement  subject to the parties negotiating in good faith
terms  of  a  new  agreement.

To  retain  the  exclusive  right  to  be the sole distributor in Europe, Global
Axxess  must  order  a  minimum of 7,000 units by June 18, 2004. To date, Global
Axxess  has ordered 615 units as per the schedule of deliveries. During the rest
of  the  term,  the master distributorship agreement provides that Global Axxess
must  order  the  following  number  of  units  by  the  following  deadlines:


     o  1,000  units  by  June  18,  2003;  and
     o  6,000  units  by  June 18, 2004, with a minimum order of 500 units every
        month  in  the  second  year  of  the  term.

To  confirm the orders, Global Axxess will deliver to WebTech via e-mail, fax or
by  hand  a purchase order setting out the quantities of each unit, the delivery
dates,  the destination for delivery, and the price to be paid per unit.  Within
seven  days  of receipt of the purchase order, WebTech will deliver by e-mail or
fax  an  order  acceptance to Global Axxess.  WebTech will charge the prices per
unit  as  set  out in Schedule A of the agreement and will invoice Global Axxess
50%  of the purchase price within seven days of receiving the purchase order and
the other 50% when the products are delivered.  Global Axxess is required to pay
50%  of the purchase price 30 days in advance of the delivery date and the other
50%  on  the  delivery date.  WebTech will also invoice Global Axxess monthly in
advance  for  each  unit that utilizes the Quadrant System  and Global Axxess is
obligated  to  pay  such  invoices  within  30  days.

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<PAGE>

Any  party  may  terminate  the  agreement  immediately  if any one of the other
parties  is  in  default  under  the  agreement.  Default  includes  bankruptcy,
insolvency,  an  assignment  for the benefit of creditors, and any assignment of
the  agreement  by  a  party  without  the written consent of the other parties.
Also,  WebTech  may  terminate the exclusivity rights of Global Axxess if Global
Axxess  fails  to  order  the minimum number of units required by the agreement.
Finally,  a  party may terminate the agreement if one of the other parties fails
to  perform any material obligation under the agreement.  The party must provide
notice  to  the  party in default and allow them 60 days to cure the default, in
which  case  the  agreement  will  continue  unaffected.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS

GlobeTrac  does  not  have any major customers that it depends on.  GlobeTrac is
still  in  the start up phase and has not as of yet negotiated a contract with a
major  client.

GlobeTrac  will  be targeting clients that own large fleets of vehicles, such as
freight  companies,  distribution  and delivery services, security firms, retail
service  companies  and utilities that need to know where their vehicles are and
what  they  are  doing,  twenty  four  hours  a  day.


Also,  GlobeTrac  will  target clients with fixed and mobile assets in the field
that  require  maintenance  and monitoring of their assets.  Clients with remote
equipment  have  to  commit considerable resources to maintain and monitor their
assets.  For  example,  oil  rigs and utility equipment are expensive and highly
engineered.

Finally,  GlobeTrac  will target clients with equipment, such as elevators, that
require  regular  diagnostics and check-ups.  Many equipment parts are timed and
can  be  configured  to  issue  an  alert  when  replacement  is  due.

PATENTS/TRADE MARKS/LICENCES/FRANCHISES/CONCESSIONS/ROYALTY AGREEMENTS OR LABOUR
CONTRACTS

Neither GlobeTrac nor its subsidiaries currently own any patents or trade marks.
Also,  they  are  not party to any license or franchise agreements, concessions,
royalty  agreements  or labor contracts arising from any patents or trade marks,
with  the exception of the master distributorship agreement among Global Axxess,
WebTech  Wireless  International  and  WebTech  Wireless  Inc.  See  "Principal
Suppliers"  above  and  Exhibit 10.1 - Master Distributorship Agreement for more
information.


All of GlobeTrac's online businesses and web sites are copyrighted upon loading.
"www.globetrac.com" is a registered domain name of GlobeTrac.  GlobeTrac and its
subsidiaries  will  seek  further trademark protection for its online businesses
and  any  associated  domain  names.

REQUIREMENT  FOR  GOVERNMENT  APPROVAL  OF  PRINCIPAL  PRODUCTS  OR  SERVICES

GlobeTrac  has  met  the current requirements for the WebTech suite of products.
All  products  have  the  accreditation for eMark  and CE marking in order to be
marketed  in  Europe.

EFFECT  OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON GLOBETRAC'S BUSINESS

Except  as  indicated  above,  there  are  no  existing  or  probable government
regulations  on  GlobeTrac's  business.  Other  than normal governance there are
requirements  to  have  products  properly  accredited  and type approved by the
relevant  regulatory bodies e.g. the Europe Union. WebTech has confirmed that it
has received the requisite approval and all of its products have been accredited
for  eMark  and  CE  marking.


EXPENDITURES  ON  RESEARCH  AND  DEVELOPMENT  DURING  THE  LAST TWO FISCAL YEARS

GlobeTrac  has  not spent ay funds on research and development activities in the
last  two  fiscal  years.

GlobeTrac  is  not currently conducting any research and development activities,
other  than  the  development  of  our  website.

NUMBER  OF  TOTAL  EMPLOYEES  AND  NUMBER  OF  FULL  TIME  EMPLOYEES

Globetrac  Limited  has  three  employees,  all of which are fulltime employees.
Globetrac  Limited  also  currently  has  contracted  with  three  independent
contractors  for, installation services, IT consultancy, and one specializing in
business  development,  sales and marketing of products.  All employees work out
of  GlobeTrac's  office  in  the  United  Kingdom.

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<PAGE>

As  GlobeTrac  expands  its  client base and product lines, it will need to hire
additional  employees  or  independent  contractors as well as purchase or lease
additional  equipment.

                                  RISK FACTORS

You should consider each of the following risk factors and the other information
in this Annual Report, including our financial statements and the related notes,
in  evaluating  GlobeTrac's business and prospects.  The risks and uncertainties
described  below  are  not  the  only  ones that impact on GlobeTrac's business.
Additional  risks  and  uncertainties  not  presently known to GlobeTrac or that
GlobeTrac  currently  considers  immaterial  may  also  impair  its  business
operations.  If  any of the following risks actually occur, GlobeTrac's business
and  financial  results  could  be  harmed.  In  that case, the trading price of
GlobeTrac's  common  stock  could  decline.

RISKS  ASSOCIATED  WITH  GLOBETRAC'S  BUSINESS  AND  PRODUCTS:

1.
THE  WIRELESS  TELMATICS  AND  MOBILE  SERVICES  INDUSTRY  IS IMPACTED BY GLOBAL
ECONOMIC  WEAKNESS  THAT  COULD  NEGATIVELY  AFFECT  GLOBETRAC'S  REVENUES  AND
OPERATING  RESULTS.

     Recent global economic weakness  has  had wide-ranging  effects on  markets
     that  GlobeTrac  serves,  particularly  wireless  communications  equipment
     manufacturers and network operators. GlobeTrac  cannot  predict  whether  a
     recovery will occur or what effects negative events, such as war, may have
     on the economy. Further, an economic recovery, if it occurs, may not
     benefit GlobeTrac in the near term. If it does not, GlobeTrac's ability to
     increase or maintain its revenues and operating results may be impaired. In
     addition, because GlobeTrac intends to continue to make significant
     investments to maintain extensive ongoing customer service and support
     capability, any decline in the rate of growth of its revenues will have a
     significant adverse impact on its operating results.




2.     GLOBETRAC  LACKS AN OPERATING HISTORY AND HAS LOSSES THAT IT EXPECTS WILL
CONTINUE  INTO THE FUTURE. IF THE LOSSES CONTINUE GLOBETRAC WILL HAVE TO SUSPEND
OPERATIONS  OR  CEASE  OPERATIONS.

     GlobeTrac has no operating history upon which an evaluation of  its  future
     Success  or  failure  can  be  made.  GlobeTrac  has  incurred  significant
     operating losses since inception and has  limited  financial  resources  to
     support it until such time that it is able to generate positive  cash  flow
     from operations. GlobeTrac's net loss since inception is $826,637. For  the
     12  months  ended  December  31,  2002,  operating  expenses  increased  by
     $749,582.  See  "Management  Discussion  and  Analysis  on page 18 for more
     details.

     GlobeTrac's ability to achieve and maintain profitability and positive cash
     flow  is  dependent upon its ability  to generate revenues from its planned
     business  operations.  Based upon current plans, GlobeTrac expects to incur
     operating  losses  in  future  periods.  This will happen because there are
     expenses associated with its business operations. GlobeTrac cannot guaranty
     that it will be successful in generating revenues in the future. Failure to
     generate revenues may cause GlobeTrac to suspend or cease operations.


3.     GLOBETRAC  DERIVES  ALL  OF  ITS  REVENUES  FROM SALES OUTSIDE THE UNITED
STATES,  AND  NUMEROUS  FACTORS  RELATED  TO  INTERNATIONAL  BUSINESS ACTIVITIES
SUBJECT  GLOBETRAC  TO  RISKS  THAT COULD REDUCE THE DEMAND FOR ITS PRODUCTS AND
NEGATIVELY  AFFECT  ITS  OPERATING  RESULTS.

     Currently, GlobeTrac only markets, sells and services the WebTech suite  of
     products internationally. GlobeTrac has established sales  offices  in  the
     United Kingdom and is expanding its operations to the other 45 countries in
     Europe in which GlobeTrac has the  exclusive  right  to  market,  sell  and
     service the WebTech suite of products. Several factors will have an  effect
     on the business  operations  of  GlobeTrac  in  Europe,  including  foreign
     politics, foreign governments, foreign policy and regulation, and  currency
     fluctuations


4.     GLOBETRAC  DEPENDS  UPON  ONE  SUPPLIER  TO  PROVIDE  ITS  PRODUCTS.  ANY
DISRUPTIONS  IN  THE  OPERATIONS  OF,  OR  THE LOSS OF, THIS SUPPLIER COULD HARM
GLOBETRAC'S  ABILITY  TO  MEET ITS DELIVERY OBLIGATIONS TO ITS CLIENTS AND WOULD
INCREASE  ITS  COST  OF  SALES.

     One  supplier WebTech, supplies all the products that GlobeTrac markets and
     Sells  in  Europe.  GlobeTrac's reliance on a sole supplier involves risks.
     These  risks  include  possible  shortages of capacity, product performance
     shortfalls, and reduced  controls over  delivery  schedules,  manufacturing

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<PAGE>

     capability,  quality  assurance, quantity and costs. GlobeTrac's operations
     also may be harmed  by  lengthy or recurring  disruptions  at  any  of  the
     facilities of  its  principal  supplier and may be harmed by disruptions in
     the distribution channels from its principal supplier and to  its  clients.
     These disruptions may include labor  strikes,  work  stoppages,  terrorism,
     war,  fire,  earthquake,  flooding  or  other  natural   disasters.   These
     disruptions could cause significant delays in shipments until GlobeTrac  is
     able to ship  the  products  from  its  principal  supplier.  The  loss  of
     GlobeTrac's principal supplier or the inability of its  principal  supplier
     to meet performance and quality specifications or delivery schedules  could
     harm GlobeTrac's ability to meet its delivery obligations to  its  clients.

     Also beyond the terms and conditions provided in the master distributorship
     agreement,  GlobeTrac  has  no  firm  long-term commitments from WebTech to
     supply products to it for any specific period, or in any specific quantity,
     except as may be provided in a  particular  purchase order.  See "Principal
     Suppliers" and Exhibit 10.1 - Master  Distributorship  Agreement  for  more
     details.


5.     A  REDUCTION  OR INTERRUPTION IN PRODUCT SUPPLY OR A SIGNIFICANT INCREASE
IN  PRODUCT  PRICES COULD HAVE A MATERIAL ADVERSE EFFECT ON GLOBETRAC'S BUSINESS
AND  PROFITABILITY.

     GlobeTrac's ability to meet client demands depends, in part, on its ability
     obtain timely and adequate delivery of products from its principal supplier
     and internal manufacturing  capacity.  GlobeTrac  has  experienced  product
     shortages in the past that has adversely affected its operations.  Although
     GlobeTrac works closely with its principal supplier to avoid these types of
     shortages, it may continue to  encounter  these  problems  in  the  future.
     Product shortages could adversely affect GlobeTrac's ability  and  that  of
     its clients to ship products in a timely basis and its clients' demand  for
     GlobeTrac's products. Any such shipment delays or declines in demand  could
     reduce GlobeTrac's revenues and harm its  ability  to  achieve  or  sustain
     acceptable levels of profitability. Additionally, failure  to  meet  client
     demand in a timely manner could damage GlobeTrac's reputation and harm its
     client relationships.


6.     DEFECTS  OR  ERRORS  IN  GLOBETRAC'S  PRODUCTS  OR  IN  THOSE MADE BY ITS
PRINCIPAL  SUPPLIER COULD HARM GLOBETRAC'S RELATIONS WITH ITS CLIENTS AND EXPOSE
GLOBETRAC  TO  LIABILITY.   SIMILAR  PROBLEMS  RELATED  TO  THE  PRODUCTS  OF
GLOBETRAC'S  CLIENTS  WOULD  HARM  ITS  BUSINESS.

     WebTech suite of products are inherently complex and  may  contain  defects
     and errors that are detected only when the products  are  in  use. Further,
     because the products perform critical  functions  in  GlobeTrac's  clients'
     products and networks, such defects or errors could have a  serious  impact
     on GlobeTrac's clients, which could damage GlobeTrac's reputation, harm its
     client  relationships  and  expose  GlobeTrac  to  liability.   Defects  or
     impurities in WebTech's suite of products  or  those  used  by  GlobeTrac's
     clients, equipment failures or other difficulties  could  adversely  affect
     GlobeTrac's ability and that of its clients to ship products  on  a  timely
     basis as well as client demand for its products. Any such  shipment  delays
     or declines in demand  could  reduce  GlobeTrac's  revenues  and  harm  its
     ability  to  achieve  or   sustain  acceptable  levels  of   profitability.


     GlobeTrac and  its  clients  may  also  experience  component  or  software
     failures or defects that could require significant product recalls, reworks
     and/or  repairs that are not covered by warranty reserves  and  that  could
     consume a substantial portion of the capacity  of  GlobeTrac's  third-party
     manufacturers or those of its clients.  Resolving  any  defect  or  failure
     related issues could consume financial and/or  engineering  resources  that
     could  affect  future  product  release  schedules.


7.     IF  GLOBETRAC  EXPERIENCES  ANY  PRODUCT  LIABILITY  CLAIMS  OR  RECALLS,
GLOBETRAC  MAY  ALSO  INCUR SIGNIFICANT EXPENSES AND EXPERIENCE DECREASED DEMAND
FOR  ITS  PRODUCTS.

     Testing, manufacturing, marketing and use of GlobeTrac's products and those
     of its clients entails the risk of  product  liability.  Product  liability
     claims present a risk of protracted litigation, substantial  money damages,
     attorney's fees, costs and expenses, and diversion of management attention.
     In addition, as GlobeTrac expands its business, GlobeTrac will  be  exposed
     to an increased risk of litigation regarding  various  safety,  performance
     and  other  matters.


     GlobeTrac  does  not  carry  general liability insurance. Any imposition of
     Liability  or  legal  costs  could  have  a  material adverse effect on the
     Business  or  financial  condition  of  GlobeTrac.


8.     GLOBETRAC'S  BUSINESS  AND  OPERATIONS  WOULD  SUFFER  IF THE PRODUCTS OR
SYSTEMS  FAILED.

    GlobeTrac's operations are subject to system failures, which could interrupt
     Service  and  have  a  material  adverse  effect  on its operating results.
     Despite  the  implementation  of  security  measures and the existence of a
     disaster  recovery  plan  for  GlobeTrac's  internal information technology
     networking  systems,  GlobeTrac's  systems  are  vulnerable to damages from

                                       13
<PAGE>

     computer  viruses,  unauthorized access, natural disasters, terrorism, war,
     and  telecommunication  failures.  Any system failure, accident or security
     breach that causes interruptions in GlobeTrac's operations could result  in
     a material disruption to its business. To the extent that any disruption or
     security breach results  in a  loss or  damage  to  its  clients'  data  or
     applications,  or  inappropriate  disclosure of  confidential  information,
     GlobeTrac may incur liability as a result. In addition, GlobeTrac may incur
     additional costs to remedy the  damages  caused  by  these  disruptions  or
     security breaches.


     From time to time GlobeTrac may install new or upgraded business management
     systems. To the extent such systems fail or are not  properly  implemented,
     GlobeTrac's business operations may experience  material  disruptions  that
     could  have  a  material  adverse  effect  on the  results  of  operations.


RISKS  ASSOCIATED  WITH  GLOBETRAC'S  INDUSTRY:

9.     THE  WIRELESS  TELMATICS AND MOBILE SERVICES INDUSTRY IS SUBJECT TO RAPID
TECHNOLOGICAL CHANGE THAT GLOBETRAC MUST KEEP PACE WITH TO SUCCESSFULLY COMPETE.

     The  market for WebTech's suite of products and technology is characterized
     by  many factors, including:


     a. rapid technological  advances  and  evolving  industry  standards;
     b. changes in client  requirements;
     c. frequent introductions of new  products  and  enhancements;  and
     d. evolving methods of building and operating telecommunications systems.

     GlobeTrac's future success will  depend  on  its  ability  to  continue  to
     Introduce new products, technology  and  enhancements on  a  timely  basis.
     GlobeTrac's  future success will also depend on its ability  to  keep  pace
     with technological developments, satisfy varying client requirements, price
     it products competitively and achieve market acceptance.  The  introduction
     of products embodying new technologies and the emergence  of  new  industry
     standards could render WebTech's suite of products and technology  obsolete
     and unmarketable. If GlobeTrac fails to anticipate or respond adequately to
     technological developments or customer  requirements,  or  experiences  any
     significant delays in the introduction or  shipment  of  the  products  and
     technology in commercial quantities,  its  competitive  position  could  be
     damaged.


10.     THE  COMPANY FACES SIGNIFICANT COMPETITION IN THE WIRELESS TELMATICS AND
MOBILE  SERVICES  INDUSTRY.

     GlobeTrac's  products  faces  significant  competition  from  several other
     suppliers of similar products, some of which may have greater financial and
     technological resources.  GlobeTrac  can  provide  no  assurance  that  its
     products will compete successfully with the products of its competitors  or
     that it will adapt to changes in the business, regulatory or  technological
     environment as successfully as GlobeTrac's competitors.  See  "Business  of
     GlobeTrac - Competition" for more details.


11.     CURRENCY  FLUCTUATIONS  COULD  NEGATIVELY AFFECT FUTURE PRODUCT SALES OR
ROYALTY  REVENUE  AND  HARM  GLOBETRAC'S  ABILITY  TO  COLLECT  RECEIVABLES.

     GlobeTrac is exposed to risk from fluctuations  in  currencies,  which  may
     change over time as its business practices evolve, that  could  impact  its
     operating results, liquidity and financial condition. Because GlobeTrac  is
     a  global  concern,  adverse  movements  in  currency  exchange  rates  may
     negatively affect its business due to a number of situations, including the
     following:


a.   Investments in GlobeTrac's consolidated foreign subsidiaries and in other
     foreign entities that use the local currency as the functional currency may
     decline in value as a result of declines in local currency values.


b.   Declines in currency  values  in  selected  regions  may  adversely  affect
     GlobeTrac's operating results because its products and those of its clients
     may become more expensive to purchase in  the  countries  of  the  affected
     currencies. GlobeTrac's trade receivables are generally  British  Pound  or
     Euro dollar denominated. Accordingly, any significant changes in the  value
     of the dollar against  GlobeTrac's  clients'  functional  currencies  could
     result in an increase in its clients'  cash  flow  requirements  and  could
     consequently affect its ability to collect receivables.


12.     GLOBETRAC'S  BUSINESS  AND  OPERATING RESULTS MAY BE HARMED BY INFLATION
AND  DEFLATION.

     Inflation has had and may continue to have adverse effects on the economies
     and securities markets of certain countries and could have adverse  effects
     on GlobeTrac's clients in those countries including their ability to obtain
     financing and repay debts. Significant inflation or deflation could have  a
     material  adverse  effect  on  GlobeTrac's  business,  operating  results,
     liquidity and financial position.

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<PAGE>

13.     GOVERNMENT  REGULATION  OR  ANY  CHANGE IN SUCH REGULATION MAY ADVERSELY
AFFECT  GLOBETRAC'S  BUSINESS.

    GlobeTrac's products are subject to various international regulations. These
     regulations require that its products meet certain radio frequency emission
     standards, not cause unallowable interference to  other  services,  and  in
     some cases accept interference from other services. GlobeTrac is subject to
     government regulations and requirements of local standards  bodies  outside
     the United States, where GlobeTrac is less prominent than local competitors
     and have less opportunity to participate in the establishment of regulatory
     and standards policies. Changes in the regulations that govern  GlobeTrac's
     business operations could have a material  adverse  effect  on  GlobeTrac's
     business, operating results, liquidity and financial position.


RISKS  ASSOCIATED  WITH  GLOBETRAC  AND  ITS  SUBSIDIARIES:

14.     GLOBETRAC'S  STOCK  PRICE  IS  VOLATILE.

     The  stock market in general, and the stock prices of technology-based  and
     wireless communications companies in particular, have  experienced  extreme
     volatility that often has been unrelated to the  operating  performance  of
     any specific public company. The market price of GlobeTrac's  common  stock
     has fluctuated in the past and is likely to  fluctuate  in  the  future  as
     well, especially if GlobeTrac's common stock continues to be thinly traded.
     Factors that  may  have  a  significant  impact  on  the  market  price  of
     GlobeTrac's common stock include:


     a.     announcements  concerning  GlobeTrac  or its  competitors, including
            the selection  of  wireless  communications technology  by  wireless
            service providers and the timing of the roll-out of  those  systems;
     b.     delivery  of  substantial  orders  for  products;
     c.     quality  deficiencies  in  services  or  products;
     d.     announcements  regarding  financial  developments  or  technological
            innovations;
     e.     international  developments, such  as technology mandates, political
            developments  or  changes  in  economic  policies;
     f.     new  commercial  products;
     g.     government  regulations,  including  stock option accounting and tax
            regulations;
     h.     acts  of  terrorism  and  war;
     i.     proprietary  rights  or  product  or  patent  litigation;  or
     j.     rumors  or  allegations  regarding GlobeTrac's financial disclosures
            or practices.

15.     A  SMALL  NUMBER OF GLOBETRAC'S STOCKHOLDERS OWN A SUBSTANTIAL AMOUNT OF
GLOBETRAC'S  COMMON STOCK, AND IF SUCH STOCKHOLDERS WERE TO SELL THOSE SHARES IN
THE PUBLIC MARKET WITHIN A SHORT PERIOD OF TIME, THE PRICE OF GLOBETRAC'S COMMON
STOCK  COULD  DROP  SIGNIFICANTLY.

     Because GlobeTrac's officers  and  directors  own  more  than  24%  of  the
     outstanding shares of common stock, they  will  be  able  to  significantly
     decide who will be directors and any other stockholders may not be able  to
     elect any directors. In addition, other stockholders also  own  substantial
     amounts of shares of GlobeTrac's common stock. Sales of a large  number  of
     shares  of  GlobeTrac's   common  stock  or  even  the  availability  of  a
     substantial number of shares for sale could have the effect of reducing the
     price per share of the Company's common stock,  especially  if  the  common
     stock continues to be thinly traded.


16.     GLOBETRAC  MAY  NOT  BE  ABLE  TO ATTRACT AND RETAIN QUALIFIED PERSONNEL
NECESSARY  FOR  THE  IMPLEMENTATION  OF  ITS  PRODUCT  AND  BUSINESS  STRATEGY.

     GlobeTrac's future success depends largely upon the  continued  service  of
     its  Board members, executive officers and other key personnel. GlobeTrac's
     success also depends on its ability to  continue  to  attract,  retain  and
     motivate qualified personnel. In addition,  implementing  its  product  and
     business strategy requires sales and marketing experience, and its revenues
     are highly dependent on sales  and  marketing  innovations.  Key  personnel
     represent a significant asset, and the competition for these  personnel  is
     intense in the wireless telmatics and mobile services industry.


     GlobeTrac may have  particular  difficulty  attracting  and  retaining  key
     personnel in periods of poor operating performance  given  the  significant
     use of incentive  compensation  by  its  competitors.  GlobeTrac  does  not
     maintain key person life insurance on any of its personnel. The loss of one
     or more of its key employees  or  its  inability  to  attract,  retain  and
     motivate qualified personnel could negatively impact GlobeTrac's ability to
     sell and distribute WebTech's suite of products.

                                       15
<PAGE>

17.     GLOBETRAC'S  BUSINESS  AND  OPERATING  RESULTS  WILL  BE HARMED IF IT IS
UNABLE  TO  MANAGE  GROWTH  IN  ITS  BUSINESS.

     GlobeTrac's business may experience periods of rapid growth that will place
     significant demands on GlobeTrac's managerial,  operational  and  financial
     resources. In order to manage this possible growth, GlobeTrac must continue
     to improve and expand its management, operational and financial systems and
     controls, including quality  control and delivery and service capabilities.
     GlobeTrac will also need to  continue  to  expand,  train  and  manage  its
     employee base. GlobeTrac must  carefully  manage  research and  development
     capabilities and production and inventory levels  to meet  product  demand,
     new product introductions and product and technology transitions. GlobeTrac
     cannot assure that it will be able to  timely  and  effectively  meet  that
     demand and maintain the quality  standards  required  by  its  existing and
     potential clients.


     In addition inaccuracies in GlobeTrac's demand forecasts, or failure of the
     systems used to develop the  forecasts,  could  quickly  result  in  either
     insufficient   or  excessive  inventories   and  disproportionate  overhead
     expenses. If GlobeTrac ineffectively manages its growth or is  unsuccessful
     in recruiting and retaining personnel, its business and  operating  results
     will be harmed.


18.     GLOBETRAC  DOES  NOT  EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

     GlobeTrac has never paid cash dividends on its  common  stock  and  has  no
     plans to do so in the  foreseeable  future.  GlobeTrac  intends  to  retain
     earnings,  if  any,  to  develop  and  expand  its  business.


19.     "PENNY  STOCK" RULES MAY MAKE BUYING OR SELLING GLOBETRAC'S COMMON STOCK
DIFFICULT,  AND  SEVERELY  LIMIT  THEIR  MARKET  AND  LIQUIDITY.

     Trading in GlobeTrac's securities is subject to certain regulations adopted
     by the SEC commonly known as the "penny stock" rules.These rules govern how
     broker-dealers  can  deal  with  their  clients  and  "penny  stocks".  The
     additional burdens imposed upon broker-dealers by the "penny  stock"  rules
     may discourage broker-dealers from effecting  transactions  in  GlobeTrac's
     securities, which could severely limit their market price and liquidity  of
     its common stock. See "Penny Stock rules" on page 17 for more details.


ITEM  2.     DESCRIPTION  OF  PROPERTY.

GlobeTrac  operates  from  its  principal  executive  office at 42 Brook Street,
London,  United  Kingdom.  GlobeTrac has leased this premise on a month to month
basis.  In  the  opinion  of the management of GlobeTrac, this office space will
meet  the  needs  of  GlobeTrac  for  the  foreseeable  future.

GlobeTrac  has  also  leased  an office/warehouse at Wyvols Court, Old Basington
Road,  Swallowfield,  Reading,  United  Kingdom.

ITEM  3.     LEGAL  PROCEEDINGS.

GlobeTrac  is  not  a party to any pending legal proceedings and, to the best of
GlobeTrac's knowledge, none of GlobeTrac's property or assets are the subject of
any  pending  legal  proceedings

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

No  matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this  report.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

(A)     MARKET  INFORMATION

GlobeTrac's  common  stock  has been quoted on the NASD OTC Bulletin Board since
March  2002  under the symbol "GBTR"(formerly "ARTE").  However, from March 2002
to  June 2002, GlobeTrac's common stock did not trade.  The first trade occurred
on  June  28,  2002.  The table below gives the high and low bid information for
each  fiscal  quarter  since  GlobeTrac's common stock has been quoted.  The bid
information  was  obtained  from  Nasdaq.com  and  reflects inter-dealer prices,
without  retail  mark-up,  mark-down or commission, and may not represent actual
transactions.

                                       16
<PAGE>

High  &  Low  Bids
--------------------------------------------------------------------
Period  ended                High          Low            Source
--------------------------------------------------------------------
31  March  2003              $1.08        $0.51         Nasdaq.com
31  December  2002           $1.46        $0.55         Nasdaq.com
30  September  2002          $1.30      $0.9925         Nasdaq.com
30  June  2002               $1.25        $1.25         Nasdaq.com
--------------------------------------------------------------------
(B)     HOLDERS  OF  RECORD

There  are  approximately  18  holders  of  record  of GlobeTrac's common stock.

(C)     DIVIDENDS

GlobeTrac  has  declared no dividends on its common stock, with the exception of
the  following, and is not subject to any restrictions that limit its ability to
pay dividends on its shares of common stock.  Dividends are declared at the sole
discretion  of  our  Board  of  Directors.

On May 17,2002, the Board of Directors declared a stock dividend of three shares
for  every  one  share issued.  The stock dividend was paid out on May 28, 2002.

(D)     RECENT  SALES  OF  UNREGISTERED  SECURITIES
There  have been no sales of unregistered securities within the last three years
that  would  be required to be disclosed pursuant to Item 701 of Regulation S-B,
except  for  the  following:

In  May  2001,  GlobeTrac  issued  1,635,000  shares  of  its common stock to 18
investors  for  $0.02  per  share.  The shares were issued in a transaction that
management  believed  satisfied  the  requirements  of  the  exemption  from the
registration and prospectus delivery requirements of the Securities Act of 1933,
which  exemption  is specified by the provisions of Section 4(2) of that Act and
Rule  506 of Regulation D promulgated pursuant to that act by the Securities and
Exchange  Commission.  Specifically,  the  offer  was  made  to  "accredited
investors",  as  that  term  is  defined  under  applicable  federal  and  state
securities laws, and no more than 35 non-accredited investors.  The value of the
shares  was  arbitrarily set by GlobeTrac and had no relationship to its assets,
book  value,  revenues  or  other  established criteria of value.  There were no
commissions  paid  on  the  sale of these shares.  The net proceeds to GlobeTrac
were  $32,700.

In  February  2001,  GlobeTrac  issued  1,500,000  shares of its common stock to
Bernard  P. Colacchio.  The shares were issued in a transaction which management
believed  satisfied  the requirements of the exemption from the registration and
prospectus  delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 4(2) of the Securities Act of 1933, as
amended.  500,000  of  the  shares  were issued to Mr. Colacchio in exchange for
services  provided  to GlobeTrac, which were valued at $1,000.  1,000,000 of the
shares  were  issued  to  Mr.  Colacchio  in  exchange  for  $2,000.

In  November  2001,  GlobeTrac's registration statement on Form SB-2 to register
2,560,000 shares of common stock held by its shareholders was declared effective
by  the  SEC.

There  are  no  outstanding  options  or  warrants  to  purchase,  or securities
convertible  into,  shares  of  GlobeTrac's  common  stock.

(E)     PENNY  STOCK  RULES

Trading  in GlobeTrac's common stock is subject to the "penny stock" rules.  The
SEC has adopted regulations that generally define a penny stock to be any equity
security  that  has  a  market  price  of  less than $5.00 per share, subject to
certain  exceptions.  These  rules require that any broker-dealer who recommends
GlobeTrac's  common  stock  to persons other than prior customers and accredited
investors,  must,  prior  to  the  sale,  make  a  special  written  suitability
determination for the purchaser and receive the purchaser's written agreement to
execute  the  transaction.  Unless  an  exception  is available, the regulations
require  the  delivery,  prior  to any transaction involving a penny stock, of a
disclosure  schedule  explaining the penny stock market and the risks associated
with  trading  in  the  penny  stock  market.  In  addition, broker-dealers must
disclose  commissions  payable  to  both  the  broker-dealer  and the registered
representative  and  current  quotations  for  the  securities  they offer.  The
additional  burdens  imposed  upon  broker-dealers  by  such  requirements  may
discourage  broker-dealers  from effecting transactions in our securities, which
could  severely  limit  their  market  price  and  liquidity  of  our securities

                                       17
<PAGE>

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

THE  FOLLOWING PRESENTATION OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF GLOBETRAC
INC.  SHOULD  BE  READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS
AND  OTHER  CONSOLIDATED  FINANCIAL  INFORMATION  INCLUDED  HEREIN.

OVERVIEW

GlobeTrac  was  incorporated in the state of Delaware on March 2, 2000 under the
name 411Place.com.  In February 2001, the company changed its name to Artescope,
Inc,  was  headquartered in Fountain Valley, California, and was in the business
of  providing  digital graphic design and production services for commercial and
corporate  enterprises.  On  July  29,  2002  the  company  changed  its name to
GlobeTrac  Inc.  and  changed  its  business  direction  to  selling, marketing,
distributing  and  installing global wireless tracking and telematics equipment.

On  June  28,  2002,  GlobeTrac reached a verbal, conditional agreement with the
shareholders  of  Global  Axxess  Corporation  Limited  to  acquire all of their
shares.  On  August  27,  2002,  all  of  the  conditions  to the agreement were
satisfied  or  waived, and GlobeTrac acquired all of the shares of Global Axxess
for  $1.  Global  Axxess  is  a  private  Irish company that was incorporated on
December  31,  1997, as "Advance High Tech Development Enterprises Limited".  On
April  26,  2002,  the  company  changed  its  name to Global Axxess Corporation
Limited.  Global  Axxess  has the exclusive rights to distribute global wireless
tracking  and telematics products in Europe.  Global Axxess distributes wireless
tracking,  communications,  and telematics devices developed and manufactured by
WebTech  Wireless  Inc.  of  Burnaby,  British  Columbia,  under  a  master
distributorship  agreement  dated  for  reference  June 19, 2002, between Global
Axxess  and  WebTech.  The agreement grants Global Axxess the exclusive right to
distribute  WebTech's  products  in  Europe.

Through  Global  Axxess, GlobeTrac offers an end-to-end platform of wireless and
mobile  services  using  a GSM/GPRS network that provides commercial fleets with
affordable  vehicle  tracking,  communications and telematics services delivered
over  the  Internet  and  in a user-friendly format.  With these services, fleet
managers  can  ensure that their vehicles are operated efficiently, economically
and  safely,  thus  maximizing  their  customers'  satisfaction.

Also, on August 27, 2002, Global Axxess acquired the beneficial ownership of all
of the issued and outstanding shares of Globetrac Limited for one British pound.
Globetrac  Limited was incorporated in the United Kingdom on March 28, 2002 as a
private  limited  company  under  the name "Global Axxess Tracking Limited".  On
July  19,  2002  the  company  changed its name to Globetrac Limited.  Globetrac
Limited  is  in  the business of selling, marketing, distributing and installing
the  global  wireless  tracking  and  telematics  equipment.

As part of GlobeTrac acquiring all of the shares of Global Axxess, Jim Pratt was
appointed  to the board of directors of GlobeTrac and appointed its president on
September  3,  2002.  Also,  on August 27, 2002, Jim Pratt and John daCosta were
appointed  to  the  board  of  directors  of each of Global Axxess and Globetrac
Limited.

GlobeTrac  is  a  start-up  business  and has been concentrating on training and
building  their sales team while ensuring that all product sold meets or exceeds
customer  expectations  and as such has generated only minimal revenues to date.

With  its recent acquisitions and management changes, GlobeTrac has been focused
on  effectuating and implementing its new business plan.  As such, GlobeTrac has
an  accumulated  deficit  of  $826,637  to date and additional financing will be
required  by  GlobeTrac  to  fund  its  development  activities  and  to support
operations.  Management plans to mitigate its losses in future years by reducing
certain  operating  expenses  that  were  associated with the change in business
direction,  business  acquisition  and management changes.  However, there is no
assurance  that  GlobeTrac  will  be  able  to  obtain  additional  financing.
Furthermore,  there  is  no assurance that rapid technological changes, changing
customer  needs  and  evolving  industry  standards  will  enable  GlobeTrac  to
introduce  new  products  and  services  on  a  continual and timely basis.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  those  uncertainties.

RESULTS  OF  OPERATIONS

     Revenues
     --------

Revenue increased by $38,669 from $3,639 for the year ended December 31, 2001 to
$42,308  for the same year ended December 31, 2002.  The increase in revenue was
caused by the change in management and the change in business direction.  All of
the revenue earned in 2001 and $630 of the revenue earned in 2002, came from the

                                       18
<PAGE>

digital  graphic design business and $41,678 of the revenue earned in 2002, came
from  sales  and  installation  of  the  global wireless tracking and telematics
equipment.  GlobeTrac  expects  to generate additional revenues by expanding its
sales and marketing program, training and building their sales team and ensuring
all  of  their  products  meet  or  exceed  customer  expectations.

     Cost  of  Sales
     ---------------

Cost  of sales increased by 100% or $29,937 for the year ended December 31, 2002
as compared to December 31, 2001 when there were no costs associated with sales.
The  reason  for  the  increase is due to the change in management and change in
business  direction.    As  a  percentage of revenue, the gross margin decreased
from  100% in fiscal 2001 to 29% in fiscal 2002 due to changing from the digital
graphic  design  business  to  the  wireless  tracking  and telematics business.
GlobeTrac  expects  both  cost of sales and gross margin to increase as revenues
increase.

     Operating  Expenses
     -------------------

Operating  expenses  increased  for the year ended December 31, 2002 compared to
the  year  ended  December  31,  2001 by $749,582, primarily due to increases of
$9,451  in  filing  and  transfer  fees, $92,415 in management fees, $107,221 in
consulting  fees,  $62,286  in  professional  fees,  $23,943 in office expenses,
$21,184  in  rent,  $3,017  in  wages, $11,854 in telephone expenses, $78,279 in
travel  and  entertainment,  $105,799  in  marketing  and advertising, $3,905 in
commissions,  $1,715  in  printing and reproduction, $1,202 in interest and bank
charges,  $1,318  in  depreciation,  $49,519 in installation expenses, $1,646 in
losses  on foreign exchange transactions and a charge for impairment of goodwill
of  $174,828.  The  increase  in  operating  costs  was  caused  by  a change in
management,  a  change  in  business  direction  and  a  new sales and marketing
program.  GlobeTrac  expects  future  operating  expenses  to  increase  due  to
continued  expansion  of  its  sales  and  marketing  program.

     Deferred  Tax  Assets
     ---------------------

GlobeTrac  has  deferred  tax  assets  of approximately $227,000 at December 31,
2002.  Management has established a valuation allowance equal to the full amount
of the  deferred tax assets because the ability of GlobeTrac to use these losses
is  uncertain.

     Interest  Expense
     -----------------

Interest  expense  increased  from  December  31,  2001  to December 31, 2002 by
$23,357  or 100 % primarily due to interest on convertible notes payable and the
note  due  to  a  related  party.

LIQUIDITY  AND  CAPITAL  RESOURCES

GlobeTrac  had  cash  of $210,229 and working capital of $72,845 at December 31,
2002.  During  the year ended December 31, 2002, GlobeTrac used $911,235 in cash
for  operating  activities,  primarily  for  an  operating  loss of $792,589, an
increase in accounts receivable of $68,935, an increase in inventory of $170,682
and  an  increase  in  prepaid  expenses  of  $91,771  offset by depreciation of
$1,318, an occupancy cost contribution by an officer of $500, and an increase in
accounts  payable  and  accrued  liabilities of $147,321, an account payable and
accrued  interest  payable to a related parties of $45,328 and accrued interest
of  $18,275.  Cash  used  in  operations  of $911,235 and an increase in cash of
$200,695  were financed by issuing convertible notes for  $607,288 and issuing a
note  to  a  related  party  for  $500,000 as well a the effect of exchange rate
changes  on  cash  of  $9,941  offset  by  an  equipment purchase of $5,299.  An
increase  in working capital of $68,117 was due to an increase in current assets
of $532,083 offset by an increase in current liabilities of $463,966.  GlobeTrac
has  accumulated  a  deficit of  $826,637 since inception and has a stockholders
deficiency of $777,421.  GlobeTrac has no contingencies or long-term commitments
except  for  the  agreements with WebTech Wireless Inc. and Summit International
Limited.

PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS

GlobeTrac  anticipates  funding  its  working  capital needs for the next twelve
months  through  sales,  the  equity  capital  markets  and  private financings.
Although  the foregoing actions are expected to cover its anticipated cash needs
for working capital and capital expenditures for a least the next twelve months,
no  assurance  can be given that GlobeTrac will be able to raise sufficient cash
to  meet  these  cash  requirements.

Management plans to improve GlobeTrac's  cash flows and operating results by the
selling  of  wireless  tracking  and  telematics units and monthly portal rental
fees, raising additional capital through private placements of stock and private
loans.

GlobeTrac  is  not  currently conducting any research and development activities
other  than  the  development of its website.  It does not anticipate conducting

                                       19
<PAGE>

such  activities in the near future.  As GlobeTrac expands its customer base and
product  lines,  it will need to hire additional employees, agents, distributors
or  independent  contractors  as well as purchase or lease additional equipment.

INTERNAL  AND  EXTERNAL  SOURCES  OF  LIQUIDITY

GlobeTrac  has  funded its operations principally from borrowings in the form of
accounts  payable,  convertible  notes  payable  and funds received from related
parties.

INFLATION

GlobeTrac  does  not  believe  that inflation will have a material impact on its
future  operations.

UNCERTAINTIES  RELATING  TO  FORWARD  LOOKING  STATEMENTS

This  Form 10-KSB Annual Report contains "forward-looking statements" within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  may  be  identified  by  their  use of words like "plans", "expect",
"aim",  "believe",  "projects",  "anticipate",  "intend",  "estimate",  "will",
"should",  "could" and other expressions that indicate future events and trends.
All  statements  that  address  expectations  or  projections  about the future,
including statements about GlobeTrac's strategy for growth, product development,
market  position,  expenditures  and  financial  results  are  forward-looking
statements.

Forward-looking  statements in this Form 10-KSB include statements regarding (1)
expectation  that  revenue  will  increase during fiscal 2003 (2) expectation of
product  lines  and customer base increasing (3) expectation of future operating
expenses  increasing  (4)  expectation  that  the expansion of customer base and
product  lines will cause wages, marketing and promotional costs to increase (5)
expectation  that  working  capital needs for fiscal 2003 will be funded through
the  equity  capital  markets  and  private  financings  (6) expectation that an
increase  in  customers  and  product  lines  will  lead to hiring of additional
employees  or  independent  contractors  (7)  expectation  that  an  increase in
customer  and  product  lines  will  lead to the purchase or lease of additional
equipment  (8) uncertainty of utilizing deferred tax assets (9) expectation that
inflation  will  not  have  a  material  impact  on  future  operations.  All
forward-looking statements are made as of the date of filing of this Form 10-KSB
and  GlobeTrac  disclaims  any  duty  to  update  such  statements.

Certain  parts  of  this  Form  10-KSB  may contain "forward-looking statements"
within  the  meaning  of  the  Securities  Exchange Act of 1934 based on current
management's expectations. Actual results could differ materially from those in
the  forward  looking statements due to a number of uncertainties including, but
not limited to, those discussed in this section. Factors that could cause future
results  to  differ from these expectations include general economic conditions,
particularly related to demand for GlobeTrac's products and services; changes in
business  direction  or  strategy;  competitive  factors  (including competitors
introducing superior products); pricing pressure (including competitors offering
similar  products  at  lower  prices);  inability  to attract, develop or retain
technical,  consulting  managerial,  sales  personnel,  agents,  distributors or
independent contractors; changes in consumer tastes; inability to obtain product
from the manufacturer and evolving industry products and standards. As a result,
the  identification  and  interpretation of data and other information and their
use  in  developing  and  selecting  assumptions  from  and  among  reasonable
alternatives  requires  the exercise of judgment. To the extent that the assumed
events  do  not  occur,  the  outcome may vary substantially from anticipated or
projected results, and accordingly, no opinion is expressed on the achievability
of  those  forward-looking statements. No assurance can be given that any of the
assumptions  relating  to  the  forward-looking  statements  specified  in  the
following  information  are  accurate,  and  GlobeTrac  assumes no obligation to
update  any  such  forward-looking  statements.


ITEM  7.     FINANCIAL  STATEMENTS

See audited financial statements for the period ended December 31, 2002 and 2001
attached  as  an  Exhibit  to  this  Form  10-KSB.

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

GlobeTrac's  principal  independent accountant, Tim Quintanilla, has not changed
since  the  date  of  incorporation  and  there  have been no disagreements with
GlobeTrac's  principal independent accountant.  However, Mr. Quintanilla changed
accounting  firms  and  a  Form  8-K was filed announcing this change.  See Item
13(b)  Reports  on  Form  8-K  below  for  more  information.

                                       20
<PAGE>

                                    PART III

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

(A)     IDENTIFY  DIRECTORS  AND  EXECUTIVE  OFFICERS

Each  director  of GlobeTrac or its subsidiaries holds office until (i) the next
annual  meeting  of  the  stockholders,  (ii) his successor has been elected and
qualified,  or  (iii)  the  director  resigns.

GlobeTrac's  and  its  subsidiaries'  management  teams  are  listed  below.

MANAGEMENT  TEAMS
--------------------------------------------------------------------------------
                                    Companies
--------------------------------------------------------------------------------
Officer's Name       GLOBETRAC INC.     GLOBAL AXXESS (1)     GLOBETRAC LIMITED
--------------------------------------------------------------------------------
                       Director,          Director            Director
Jim  Pratt         CEO,  President                            CEO,  President
--------------------------------------------------------------------------------
David Patriquin        Director              n/a                  n/a
--------------------------------------------------------------------------------
                       Director,          Director            Director
                 Chief Financial Officer,               Chief Financial Officer,
John  daCosta     Treasurer, Corporate Secretary          Treasurer, Corporate
                                                               Secretary
--------------------------------------------------------------------------------
                                          Director
Edward Duncan             n/a        Corporate Secretary           n/a
--------------------------------------------------------------------------------

(1)  The corporate laws governing this company do not require the appointment of
officers,  with  the  exception of a corporate secretary.  Directors perform all
management  duties  of  this  company, with the exception of Edward Duncan.  Mr.
Duncan, who is a resident in Ireland, has been appointed the corporate secretary
as  required  by the residency requirement of the corporate law of Ireland.  Mr.
Duncan is not involved in any of the day-to-day management of the Global Axxess.

Jim  Pratt   Mr.  Pratt  (54  years  old)  has  been  a  director and the CEO of
GlobeTrac  since September 2002.  Mr. Pratt has been a director of Global Axxess
since  August  2002.  Mr.  Pratt  has  been  a director and the CEO of Globetrac
Limited  since August 27, 2002.  In the past five years, Mr. Pratt served as the
CEO of Peoples Phone in Hong Kong and is currently the Managing Director of Asia
Wireless,  a  Division  of  Telstra On Air, Telstra Corporation of Australia. He
oversees all of Telstra Group's wireless operations and is responsible for their
various  investments throughout the Asia Pacific Region. Mr. Pratt has more than
thirty  years  international  management  experience  in  the  Asia-Pacific
telecommunications industry.  Also, Mr. Pratt currently represents Singtel Optus
Limited  as  the  chairman  of  the  GSM  Association.  Mr.  Pratt  is  also  a
non-executive  director  of  Brek  Energy  Corporation, a NASDAQ-quoted company.

David  Patriquin   Mr.  Patriquin  (60)  has  been a director of GlobeTrac since
November  2002.  Mr.  Patriquin  is  a  businessman who operates several private
businesses,  including  a private mortgage business, a restaurant and lounge for
the  past  22  years  and  a  real  estate  company  for  the  past  27  years.

John  daCosta   Mr.  daCosta  (38)  has been a director and the CFO of GlobeTrac
since  May  2002.  Mr. daCosta has been a director of Global Axxess since August
2002.  Mr.  daCosta  has  been  a director of Globetrac Limited since August 27,
2002  and  the  corporate  secretary  since February 25, 2003.  In the past five
years,  Mr.  daCosta  has  worked  with numerous public and private companies in
providing  accounting  and  management  services.

(B)     IDENTIFY  SIGNIFICANT  EMPLOYEES

GlobeTrac  does  not  have  any  significant  employees.  However, GlobeTrac has
retained  the  following  independent  consultants that management believes each
make  a  significant  contribution  to  GlobeTrac's  business  operations.

Mike  Compton   Mr. Crompton (30) has been retained as an independent consultant
through  his  personal  company,  Summit International Ltd., since October 2002.
Mr.  Crompton's  duties  are sales, marketing and business development.  For the
past  five  years  Mr.  Crompton  has worked for several technology companies in

                                       21
<PAGE>

Europe,  including (1) the business orgination director of Mloop Global Exchange
PLC,  an  internet  based online trading platform for the mobile phone industry,
(2)  a  managing  partner of Benefon Sales Agency, a company that sold GSM / GPS
products, and (3) a partner of Fonexco Technology Group, where Mr. Crompton sold
and  traded  wireless  products.

Ian  Seccombe   Mr. Seccombe (42) has been retained as an independent consultant
since  October  2002.  Mr.  Seccombe's  duties are sales, marketing and business
development.  For  the  past  five  years  Mr.  Seccombe  has worked for several
technology companies in Europe, including (1) the international account director
of  Mloop Global Exchange PLC, an internet based online trading platform for the
mobile  phone industry, (2) the United Kingdom account director of Benefon Sales
Agency,  specializing  in  consumer sales for GSM / GPS mobile products, (3) the
vice-president  of  sales  and  marketing of an internet based travel company in
France  and  Switzerland,  and (4) the director of sales and marketing of Kamden
International  Shipping  Ltd.,  an  international  logistics  group.

(C)     FAMILY  RELATIONSHIPS

There  are  no  family  relationships among the directors, executive officers or
persons  nominated  or  chosen  by  GlobeTrac  to  become directors or executive
officers.

(D)     INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

(1)  No bankruptcy petition has been filed by or against any business of which
     any director was a general partner or executive officer either at the time
     of the bankruptcy or within two years prior to that time.

(2)  No director has been convicted in a criminal proceeding and is not subject
     to a pending criminal proceeding (excluding traffic violations and other
     minor offences).

(3)  No director has been subject to any order, judgement, or decree, not
     subsequently reversed, suspended or vacated, of any court of competent
     jurisdiction, permanently or temporarily enjoining, barring, suspending or
     otherwise limiting his involvement in any type of business, securities or
     banking activities.

(4)  No director has been found by a court of competent jurisdiction (in a civil
     action), the Securities Exchange Commission or the Commodity Futures
     Trading Commission to have violated a federal or state securities or
     commodities law, that has not been reversed, suspended, or vacated.

(E)     CODE  OF  ETHICS

GlobeTrac  has  adopted  a  code  of  ethics  that  applies to all its executive
officers  and  employees,  including  its  CEO  and  CFO.  A copy of GlobeTrac's
adopted  code  of  ethics is attached to this annual report.  See Exhibit 99.1 -
Code  of Ethics for more information.  Also, GlobeTrac's code of ethics has been
posted on its website at www.globetrac.com.  GlobeTrac undertakes to provide any
person  with  a  copy  of  its  code  of  ethics free of charge.  Please contact
Bradford Long at 1-800-648-4287 to request a copy of GlobeTrac's code of ethics.

(F)     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

All reports were filed with the SEC on a timely basis and GlobeTrac is not aware
of  any  failures  to  file  a required report during the period covered by this
annual  report, with the exception of the following.  Gregory Pek failed to file
a  Form  4 (Change of Beneficial Ownership) when he acquired 4,000,000 shares of
common  stock  and  failed  to  file  a  Form  5 (Annual Statement of Beneficial
Ownership).  The  other  affiliates,  in  lieu  of  filing  a  Form  5, provided
GlobeTrac  with  a  written  representation  that  a  Form  5  was not required.

ITEM  10.  EXECUTIVE  COMPENSATION.

GlobeTrac  has  paid  $92,415  in  compensation  to its named executive officers
during  its  2002  fiscal  year.  However, no compensation was paid to its named
executive  officers  during  its  2001  fiscal  year.

                                       22
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                   |    Long Term Compensation   |
                                                                   |-----------------------------|
                              |        Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|--------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Jim Pratt, CEO            2000        n/a          n/a         n/a       n/a      n/a      n/a      n/a   |
Sept 2002 -Present        2001        n/a          n/a         n/a       n/a      n/a      n/a      n/a   |
                          2002     80,415          nil         nil       nil      nil      nil      nil   |
----------------------------------------------------------------------------------------------------------|
John daCosta, CFO (1)     2000        n/a          n/a         n/a       n/a      n/a      n/a      n/a   |
 May 2002-Present         2001        n/a          n/a         n/a       n/a      n/a      n/a      n/a   |
                          2002     12,000          nil         nil       nil      nil      nil      nil   |
----------------------------------------------------------------------------------------------------------|
Renee Close-President     2000        nil          nil         nil       nil      nil      nil      nil   |
Mar 2000 - May 2002       2001        nil          nil         nil       nil      nil      nil      nil   |
                          2002        nil          nil         nil       nil      nil      nil      nil   |
----------------------------------------------------------------------------------------------------------|
Ryan Neely - President     2000        nil          nil        nil       nil      nil      nil      nil   |
Mar 2000 - Mar 2000        2001        n/a          n/a        n/a       n/a      n/a      n/a      n/a   |
                           2002        n/a          n/a        n/a       n/a      n/a      n/a      n/a   |
----------------------------------------------------------------------------------------------------------|
</TABLE>

(1)  John  daCosta  was also the CEO of the GlobeTrac from May 2002 to September
2002.

Since  GlobeTrac's  inception,  no  stock options, stock appreciation rights, or
long-term  incentive  plans  have  been  granted,  exercised  or  repriced.

Currently,  there are no arrangements between GlobeTrac and any of its directors
or  between  any  of  the  subsidiaries  and  any  of its directors whereby such
directors  are  compensated  for  any  services  provided  as  directors.

There are no other employment agreements between GlobeTrac or the Subsidiary and
any  named  executive  officer,  and there are no employment agreements or other
compensating  plans  or  arrangements with regard to any named executive officer
which provide for specific compensation in the event of resignation, retirement,
other termination of employment or from a change of control of GlobeTrac or from
a  change  in a named executive officer's responsibilities following a change in
control.

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

(a)     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  (MORE  THAN  5%)

--------------------------------------------------------------------------------
(1)                  (2)                      (3)        [1]          (4) [2]
TITLE  OF  CLASS     NAME AND ADDRESS OF       AMOUNT AND NATURE      PERCENT
                     BENEFICIAL OWNER          OF BENEFICIAL OWNER    OF CLASS
--------------------------------------------------------------------------------
Common Stock         Jim  Pratt
                     32 Greenwich Road,
                     Grenwich Sydney, NSW         4,000,000             19.01%
                     2065 Australia
--------------------------------------------------------------------------------
Common Stock         Gregory M. Pek
                     19/F, 80 Gloucester Road     4,000,000             19.01%
                     Wanchai, Hong Kong
--------------------------------------------------------------------------------
Common Stock         David Patriquin
                     2306 Folkstone Way
                     West Vancouver, BC V7S 3C7   1,201,000 [2]          5.71%
--------------------------------------------------------------------------------

[1]  The  listed  beneficial  owner has no right to acquire any shares within 60
days  of the date of this Form 10-KSB from options, warrants, rights, conversion
privileges  or  similar  obligations  excepted  as  otherwise  noted.

[2]  This  number includes 476,000 shares that are beneficially owned indirectly
and  500,000  shares  that  may  be  acquired  as  part  of  a  call  option.

[3]  Based  on  21,040,000  shares  of common stock issued and outstanding as of
March  31,  2003.

                                       23
<PAGE>

(B)     SECURITY  OWNERSHIP  OF  MANAGEMENT

--------------------------------------------------------------------------------
(1)                  (2)                      (3)                     (4) [1]
TITLE  OF  CLASS     NAME AND ADDRESS OF       AMOUNT AND NATURE      PERCENT
                     BENEFICIAL OWNER          OF BENEFICIAL OWNER    OF CLASS
--------------------------------------------------------------------------------
Common Stock         Jim  Pratt
                     32 Greenwich Road,
                     Grenwich Sydney, NSW         4,000,000             19.01%
                     2065 Australia
--------------------------------------------------------------------------------
Common Stock         John daCosta
                     600-1100 Melville Street
                     Vancouver, BC   V6E 4A6              0                 0%
--------------------------------------------------------------------------------
Common Stock         David Patriquin
                     2306 Folkstone Way
                     West Vancouver, BC V7S 3C7    1,201,000 [2]         5.71%
--------------------------------------------------------------------------------
Common Stock         Gregory M. Pek
                     19/F, 80 Gloucester Road      4,000,000            19.01%
                     Wanchai, Hong Kong
--------------------------------------------------------------------------------
Common Stock         Directors and Executive Officers
                     (as a group)                  5,201,000            24.72%
--------------------------------------------------------------------------------

 [1]  Based  on  21,040,000  shares of common stock issued and outstanding as of
March  31,  2003.
 [2]  This number includes 476,000 shares that are beneficially owned indirectly
and  500,000  shares  that  may  be  acquired  as  part  of  a  call  option.

(C)     CHANGES  IN  CONTROL

GlobeTrac is not aware of any arrangement that may result in a change in control
of  GlobeTrac.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

(A)     RELATIONSHIPS  WITH  INSIDERS

No member of management, executive officer or security holder has had any direct
or  indirect  interest  in  any  transaction  to  which  GlobeTrac or any of its
subsidiaries  was  a  party  with  the  exception  of  the  following:

LOAN  FROM  DAVID  PATRIQUIN  TO  GLOBETRAC

On  November  27,  2002,  GlobeTrac  borrowed  $500,000  from David Patriquin, a
director  of GlobeTrac. Interest on the loan accrues at 10% compounded annually.
Interest  payments are due on the anniversary date of the loan.  All outstanding
interest  and  principal  is  due and owing on November 27, 2004.  GlobeTrac may
repay the loan in whole or in part at anytime without penalty.  See Exhibit 10.2
-  Loan  Agreement  for  more  information.

(B)     TRANSACTIONS  WITH  PROMOTERS

GlobeTrac  does  not currently have a promoter.  No one has received anything of
value  from  GlobeTrac or its subsidiaries nor is any person entitled to receive
anything  of value from GlobeTrac or its subsidiaries for services provided as a
promoter  of  GlobeTrac  or  its  subsidiaries.

                                       24
<PAGE>

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

(A)     INDEX  TO  AND  DESCRIPTION  OF  EXHIBITS.

                       EXHIBIT     DESCRIPTION     STATUS
--------------------------------------------------------------------------------
EXHIBIT A     1.  Audited Financial Statements for the period ended
              December 31, 2002     Included

2.1  Articles of Incorporation filed as an Exhibit to GlobeTrac's registration
     statement on Form SB-2 filed on August 2, 2001, and incorporated herein by
     reference. Filed

2.2  Bylaws filed as an Exhibit to GlobeTrac's registration statement on Form
     SB-2 filed on August 2, 2001, and incorporated herein by reference. Filed

2.3  Certificate of Amendment to Articles of Incorporation changing the Issuer's
     name to GlobeTrac Inc. Included

10.1 Master Distributorship Agreement dated June 19, 2002 among WebTech Wireless
     International, WebTech Wireless Inc. and Global Axxess Corporation Limited
     filed as an attached exhibit to GlobeTrac's Form 8-K (Current Report) filed
     on September 11, 2002, and incorporated herein by reference. Filed

10.2 Loan Agreement dated November 27, 2002 between GlobeTrac Inc. and David
     Patriquin with attached promissory note dated November 27, 2002 Included
     99.1 Code of Ethics Included

(B)  REPORTS  ON  FORM  8-K.

On  October  3,  2002,  GlobeTrac  filed a Form 8-K disclosing under Item #4 the
change  of  GlobeTrac's  auditing  accountant  to  a  new  accounting  firm.

There  were  no  other reports on Form 8-K filed by GlobeTrac during the quarter
ended  December  31,  2002.

ITEM  14.     CONTROLS  AND  PROCEDURES.

Based on their most recent evaluation, which was completed within 90 days of the
filing  of  this  Form  10-KSB,  GlobeTrac's  Chief  Executive Officer and Chief
Financial  Officer  believe  GlobeTrac's  disclosure controls and procedures (as
defined  in  Exchange  Act Rules 13a-14 and 15d-14) are effective to ensure that
information  required to be disclosed by GlobeTrac in this report is accumulated
and  communicated  to  GlobeTrac's management, including its principal executive
officer  and  principal  financial  officer,  as  appropriate,  to  allow timely
decisions  regarding  required  disclosure. There were no significant changes in
GlobeTrac's  internal  controls or other factors that could significantly affect
these  controls  subsequent  to  the  date of their evaluation and there were no
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

                                       25
<PAGE>

                                   SIGNATURES

In  accordance  with  the  requirements  of the Securities Exchange Act of 1934,
GlobeTrac  has  caused this report to be signed on its behalf by the undersigned
duly  authorized  person.

GLOBETRAC  INC.

            By:     /s/  Jim  Pratt
               Name:     JIM  PRATT
               Title:     DIRECTOR  AND  CEO
               Dated:     APRIL  14,  2003


            By:     /s/  John  daCosta
               Name:     JOHN  DACOSTA
               Title:     DIRECTOR  AND  CFO
               Dated:     APRIL  14,  2003

                                       26
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Annual Report of GlobeTrac Inc. ("GlobeTrac") on Form
10-KSB  for the period ending December 31, 2002 as filed with the Securities and
Exchange  Commission  on the date hereof (the "Report"), I, Jim Pratt, President
and Chief Executive Officer of GlobeTrac and a member of the Board of Directors,
certify,  pursuant  to  s.906  of  the  Sarbanes-Oxley  Act  of  2002,  that:
(1)   The  Report fully complies with the requirements of section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and
(2)   The  information  contained in the Report fairly represents, the financial
condition  and  result  of  operations  of  the  Company.

 /s/  Jim  Pratt
      Jim  Pratt
      Chief  Executive  Officer
      April  14,  2003

                                       27
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Annual Report of GlobeTrac Inc. ("GlobeTrac") on Form
10-KSB  for the period ending December 31, 2002 as filed with the Securities and
Exchange  Commission  on  the  date  hereof  (the  "Report"),  I,  John daCosta,
Secretary,  Treasurer,  and Chief Financial Officer of GlobeTrac and a member of
the  Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of
2002,  that:
(1)   The  Report fully complies with the requirements of section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and
(2)   The  information  contained in the Report fairly represents, the financial
condition  and  result  of  operations  of  the  Company.

   /s/  John  daCosta
        John  daCosta
        Chief  Financial  Officer
        April  14,  2003

                                       28
<PAGE>

                                 GLOBETRAC INC.
                           CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                                  CERTIFICATION


I,  Jim  Pratt,  certify  that:
1.   I  have  reviewed  this  annual  report  on  Form 10-KSB of GlobeTrac Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)   designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)   evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)   presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)   all  significant  deficiencies  in  the  design  or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)   any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  April  14,  2003

  /s/  Jim  Pratt
       Jim  Pratt
       Chief  Executive  Officer

                                       29
<PAGE>

                                 GLOBETRAC INC.
                           CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                                  CERTIFICATION


I,  John  daCosta,  certify  that:
1.   I  have  reviewed  this  annual  report  on  Form 10-KSB of GlobeTrac Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)   designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)   evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)   presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)   all  significant  deficiencies  in  the  design  or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)   any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  April  14,  2003

  /s/  John  daCosta
       John  daCosta
       Chief  Financial  Officer

                                       30
<PAGE>

                                 CODE OF ETHICS

                                 GLOBETRAC INC.

OVERVIEW

GlobeTrac  has  adopted  a  code  of ethics that is applicable to every officer,
director,  employee  and  consultant  of  the  company  and  its  affiliates
(collectively  the  "Employee"  or  "Employees").  The  Code  reaffirms the high
standards  of  business  conduct required of all Employees.  The Code is part of
GlobeTrac's  continuing  efforts  to  (1)  ensure  that  it  complies  with  all
applicable  laws,  (2)  have an effective program in place to prevent and detect
violations  of  law,  and  (3)  educate  and train its Employees to be aware and
understand  ethical  business  practices.  In  most circumstances, the Code sets
standards  that  are  higher  than  the  law  requires.

OBJECTIVE

One  of  GlobeTrac's  objectives  is  to  conduct all business operations in the
utmost  ethical  manner.  GlobeTrac  cares  about  its  Employees, shareholders,
clients,  suppliers,  and  the  communities  in  which  it conducts its business
operations.  In  the  course  of  meeting  its  business  objectives,  GlobeTrac
considers  it  essential  that all Employees understand and comply with the Code
and  therefore  share and participate in GlobeTrac's way of conducting business.

STANDARD  OF  CONDUCT

GlobeTrac insists that all aspects of its business operations are conducted with
honesty,  integrity  and  fairness,  and with respect for the interests of those
affected  by  its  business and activities.  GlobeTrac also  expects the same in
its  relationships  with  all  those  with  whom  it  does  business.

Each  Employee  must  maintain  and foster integrity and honesty in all dealings
with  clients  and  all business transactions.  Each Employee must commit to act
according  to  the  highest  ethical  standards and is expected to apply ethical
business  practices  in  administrative  and  financial  aspects of the business
operations  of  GlobeTrac.

No  code  of  conduct  can  hope  to  lay  down  appropriate  behavior for every
situation,  nor  should  it  seek to do so.  Each Employee is required to make a
careful  and  considered judgement of what is right and proper in any particular
situation.

It  is the obligation of every Employee in conducting the business operations of
GlobeTrac  to  be responsible, honest, trustworthy, conscientious, and dedicated
to  the  highest  standards  of  ethical  business  practices.  Accordingly, all
Employees are required to avoid not only impropriety, but also the appearance of
impropriety  in  conducting  the  business  operations  of  GlobeTrac.

ACCURACY  OF  RECORDS

GlobeTrac's accounting records and supporting documents must accurately describe
and  reflect  the  nature  and  result  of GlobeTrac's business operations.  All
activities and results of GlobeTrac's business operations must be presented in a
fair  and  balanced  manner.

                                       31
<PAGE>

All  business transactions must be properly authorized as well as completely and
accurately  recorded  on GlobeTrac's books.  Procedures for doing so must comply
with  GlobeTrac  's  financial  policy  and  follow  GlobeTrac's  policy  for
authorization and documentation, as well as follow generally accepted accounting
practices.  Budget  proposals and other financial evaluations and forecasts must
fairly  represent  all  information  relevant  to  the business transaction.  In
addition,  no  unrecorded cash funds or other asset accounts will be established
or  maintained  for any purpose.  Misapplication or improper use of corporate or
property or false entry to records by any Employee or by others must be reported
to  Board  of  GlobeTrac.

COMMUNICATING  ACCURATE  AND  TIMELY  INFORMATION

In  all  interactions and communications, whether with shareholders, the public,
clients,  government  agencies,  or  others inside or outside of GlobeTrac, each
Employee  is  expected  to  be  truthful  and  forthright.  This includes making
accurate statements, not misrepresentations or statements intended to mislead or
misinform;  and  responding  promptly,  accurately,  and with full disclosure to
requests  from  governmental  agencies  for  information  or  documents.

RECORD  KEEPING  AND  RETENTION

To  help  maintain  the  integrity  of  GlobeTrac's record-keeping and reporting
systems, each Employee must know his or her area's records retention procedures,
including  how data is stored and retrieved.  It is that person's responsibility
to  know  how  to document and transact any entries or records that he or she is
responsible for.  All Employees are expected to comply fully and accurately with
all  audits, including responding in a timely fashion to requests for records or
other  material  from  or  on  behalf  of  GlobeTrac's  auditors  or management.

OBEYING  THE  LAW

All  Employees  of  GlobeTrac are required to comply with (1) the letter and the
spirit  of  laws  and  regulations  of the countries in which GlobeTrac conducts
business  operations, (2) the accepted business practices in commercial markets,
and  (3)  any  contractual  terms  and  conditions  applicable  to  any business
transaction.

Each  Employee  must  commit  to  know  and  abide  by  all  applicable laws and
regulations.

A  breach of any law, regulation or ethical standard by any Employee will not be
justified  by the pursuit of profit or the departure from acceptable practice by
competitors.

INSIDER  TRADING

The  applicable  laws  prohibit  any Employee from buying or selling GlobeTrac's
common  stock  or  any  other  kind  of  public  security  as a result of inside
information.  It is also illegal and unethical to provide such information about
GlobeTrac to other individuals or companies so that they may gain.  As a result,
every  Employee is prohibited under the Code from trading in stock of GlobeTrac,
clients  or  suppliers  as  a  result  of  any  inside  information.

                                       32
<PAGE>

ENVIRONMENTAL  ISSUES

GlobeTrac  is  committed to running its business in an environmentally sound and
sustainable  manner.  GlobeTrac's  objective  is  to  ensure  that  its business
operations  have  the minimum adverse environmental impact commensurate with the
legitimate  needs  of  its  business  operations.

DECLARATION  OF  INTEREST

Each  Employee  is  required to reveal any personal interest that may impinge or
might  reasonably  be  deemed  by  others  to impinge on the Employee's business
dealings  with  industry.

GlobeTrac  expects  its Employees to avoid (1) personal activities and financial
interests  that  could  conflict with their responsibilities and obligations and
(2)  giving  assistance  to  competitors,  which  could  be in conflict with the
interests  of  GlobeTrac or its clients.  All Employees are required to seek the
consent  of  GlobeTrac  management  if  they  intend  to  become  partners  or
shareholders  in  companies  outside  the  GlobeTrac  corporate  structure.

CONFIDENTIALITY

Employees must respect the confidentiality of information received in the course
of  business  dealings  and  must  never use such information for personal gain.
Information  given  by Employees in the course of business dealings must be true
and  fair  and  never  designed  to  mislead.

Confidential  information  can  only  be  revealed upon written authorization of
management.

Employees  must  not  use or disclose GlobeTrac's trade secrets, proprietary, or
confidential  information,  or  any other confidential information gained in the
performance  of  GlobeTrac as a means of making private profit, gain or benefit.
Employees must not use Internet bulletin boards or chat rooms to discuss matters
or  opinions  related  to  GlobeTrac  or any of its industries, or to respond to
comments  about  GlobeTrac.  In  today's  electronic age, posting information on
Internet  bulletin  boards  or  even  communicating in chat rooms is the same as
"speaking  to  the  media".

PRODUCT  QUALITY  ASSURANCE

GlobeTrac  is  committed  to providing products that consistently offer value in
terms  of  price  and  quality  that  is  equivalent to or greater than accepted
industry  standards.

FAIR  COMPETITION

GlobeTrac  is  committed  to  vigorous  yet  fair  competition  and supports the
development  of  appropriate  competition  laws.  Each  Employee  must avoid any
business  arrangement  that  might  prevent  the  effective  operation  of  fair
competition.

                                       33
<PAGE>

COMPLIANCE  WITH  THE  CODE

It  is the responsibility of the Board of GlobeTrac to ensure that the standards
embodied  in  the  Code  are  communicated  to,  understood  and observed by all
Employees.  The Board of GlobeTrac will not criticize management for any loss of
business  resulting from adherence to the Code.  Equally, the Board of GlobeTrac
undertakes  that  no  Employee will suffer as a consequence of bringing to their
attention,  or  that  of  senior management, a breach or suspected breach of the
Code.

The  standards  set  out  in the Code directly reflects GlobeTrac's high ethical
standards.  GlobeTrac  expects  and  requires  each  and  every  Employee,  as a
representative  of GlobeTrac, to fulfill GlobeTrac's ethical commitment in a way
that  is visible to the outside world with which GlobeTrac conducts its business
operations.

Each  Employee  is  responsible  for complying with the standards set out in the
Code  and  must  ensure  that  their  personal  conduct  is  above  reproach.
Each  Employee has an obligation to assure that the conduct of others around him
or  her  complies  with  the  Code.

All  Employees  have  a legal, moral, and ethical duty to report to the Board of
GlobeTrac  and  the appropriate authorities any known or suspected violations of
law,  regulations  or  corporate  policy,  including  the  Code.

Breaches  of law, regulations and the standards of conduct listed above may lead
to  serious  consequences  for  the  Employee  concerned.

ENFORCEMENT  OF  CODE

The  Code  will  be  enforced  at  all  levels  fairly  and  without  prejudice.
Any  breach of any standard of the Code may result in disciplinary action, up to
and  including  termination.

ANNUAL  ACKNOWLEDGEMENT

Each  Employee  will be required to sign a statement annually that he or she has
read  and  understands  GlobeTrac's  Code  of  Ethics.  This statement will also
require  that  the  Employee state that he or she is in full compliance with the
Code.

                                       34
<PAGE>

                        ACKNOWLEDGEMENT AND CERTIFICATION


I  acknowledge  and  certify that I have read and understand the information set
forth  in  the  Code  of  Ethics  of  GlobeTrac  Inc. and will comply with these
principles  in  my daily work activities. I am not aware of any violation of the
standards  of  GlobeTrac's  Code  of  Ethics.


Date:___________________________________________________________________________


Name  (print):__________________________________________________________________


Position:_______________________________________________________________________


Address:________________________________________________________________________


Signature:______________________________________________________________________

                                       35
<PAGE>

                                 LOAN AGREEMENT

This agreement dated for reference November 27, 2002, is between GLOBETRAC INC.,
a  Delaware  company  of  Suite  3.07,  42 Brook Street, London, W1K 5DB, United
Kingdom, and fax 011-44-20-7958-9384 ("GLOBETRAC"); and DAVID PATRIQUIN, of 2306
Folkstone Way, West Vancouver, British Columbia, V7S 3C7, and fax (250) 573-2853
(the  "LENDER").

Whereas  the  Lender  has  agreed to advance US$500,000 to GlobeTrac for working
capital,  for  valuable  consideration, the receipt and sufficiency of which are
acknowledged,  the  parties  agree  that:

                                 INTERPRETATION

1.     The  definitions  in  the  recitals  are  part  of  this  agreement.

2.     In  this  agreement:

       1.     "Closing" means the day on which this agreement is signed.
       2.     "$" means United States dollars unless otherwise indicated.

                        TERMS AND CONDITIONS OF THE LOAN

THE  LOAN

3.   GlobeTrac has applied to Lender for a loan in the amount of Five Hundred
     Thousand Dollars (US$500,000) (the "Loan") to provide working capital to
     GlobeTrac.

4.   The Lender agrees to make the Loan to GlobeTrac on the terms and conditions
     of this agreement. The Loan will be evidenced  by a  Promissory  Note  (the
     "Note").

5.   The Loan will be funded on Closing. Interest will accrue on the  Loan  once
     disbursed by the Lender. GlobeTrac acknowledges that  it  has  no  right to
     proceeds of the Loan other than to have the same  disbursed  in  accordance
     with the terms and conditions of this agreement.

TERMS OF THE LOAN

6.   The Note will provide for interest on  the  principal  balance  outstanding
     thereunder from time to time at the  rate  of  10%  per  annum,  compounded
     annually. All accrued interest will be paid on  each  anniversary  date  of
     Closing, commencing on November 27, 2003.

7.   All Interest, principal and other amounts due and owing under this Note
     will be due on November 27, 2004 (the "Due Date").

8.   GlobeTrac may repay the Loan in full or in part at any time during the term
     of the Loan.

                         EVENTS OF DEFAULT AND REMEDIES

EVENTS  OF  DEFAULT

9.    GlobeTrac will be deemed to have committed an "Event of Default" if any of
     the following occurs:

       1. the failure of GlobeTrac to pay when due any sum owed  to  the  Lender
       under this  agreement  and/or  under  the  Note  at  the time  and in the
       amount due;

       2. GlobeTrac  commits  a  breach of or fails to perform any of the terms,
       covenants and conditions of this agreement. Notwithstanding the foregoing
       provided  such breach or failure does not constitute a separate Event  of
       Default under  any  other  subsection of this Section 9, such  breach  of
       failure will not constitute  an  Event of Default under this Section 9(b)
       unless such failure or breach will continue for more than 10  days  after
       notice of such failure is given by  the  Lender to GlobeTrac, unless such
       failure is not reasonably capable  of  being  cured  within  such  10-day
       period but is reasonably capable of  being  cured within  30  days  after
       such notice) and GlobeTrac commences action to cure  such failure  within
       such  30-day  period and  diligently  and  continuously  prosecutes  such
       action  to  completion and causes such failure to be cured within 30 days
       after  such  notice;

                                       36
<PAGE>

       3. GlobeTrac  files  a  voluntary  petition  of  bankruptcy  or  will  be
       adjudicated bankrupt  or  insolvent,  or will file any petition or answer
       seeking  any  reorganization,  arrangement,  liquidation,  dissolution or
       other  similar  relief  for  itself  under  the  present  or  any  future
       applicable federal, state or other statute or law relative to bankruptcy,
       insolvency or other relief for debtors;

       4. a  general  assignment  by  GlobeTrac  for  the  benefit of creditors;
       5. GlobeTrac  applies for,  or  the  appointment of, a receiver, trustee,
       custodian  or   liquidator  of  GlobeTrac  or  any  of  its  assets ;  or
       6. any claim is filed  against, or any proceeding is commenced concerning
       GlobeTrac,  which  the  Lender  determines,  in his sole discretion, will
       have a material  adverse  effect on the ability of GlobeTrac  to  perform
       its obligations under  this  agreement.

REMEDIES

10.  Upon the occurrence of an Event of Default under this agreement, the Lender
     may, at his option, do any or all of the following:

        1. Declare all sums due under the Note to be immediately due and payable
        in full.

        2. Exercise all other remedies provided to Lender by this  agreement  or
        the Note,  or  any  other  applicable  laws.

11.  If, at any time or times regardless of whether or not an Event  of  Default
     then exists, the Lender incurs legal or accounting expenses  or  any  other
     costs in  connection  with  (i)  the  Loan  or  this  agreement,  (ii)  any
     litigation,  contest,  dispute,  suit, proceeding  or  action  (whether
     instituted by the Lender or GlobeTrac or any other person or entity) in any
     way relating to the Loan and this  agreement  or  GlobeTrac's  affairs;  or
     (iii) any attempt to enforce any rights of the  Lender  against  GlobeTrac;
     then all such reasonable legal and accounting  expenses,  other  costs  and
     expenses of the Lender will be charged to GlobeTrac. All amounts chargeable
     to GlobeTrac under this Section 11 will be will be payable on demand to the
     Lender, and will bear interest from the date such demand is made until paid
     in full at interest rate provided in the Note.

     OTHER  PROVISIONS

12. The Lender acknowledges that this agreement was prepared for GlobeTrac by R.
    H. Daignault Law Corporation and that it may contain  terms  and  conditions
    onerous to the Lender. The Lender expressly acknowledges that  GlobeTrac has
    given him adequate time to review this agreement  and  to  seek  and  obtain
    independent legal advice, and the Lender represents to GlobeTrac that he has
    in  fact sought and obtained independent legal advice and is satisfied  with
    all the terms and conditions of this agreement.



13.  Time  is  of  the  essence  of  this  agreement.

14.  The  parties will promptly sign, or cause to be signed, and will deliver to
     each  other  any  and  all  documents,  instruments  and  agreements deemed
     necessary by the parties to give effect to or carry out the terms or intent
     of  this  agreement.

15.  This agreement is governed by the laws of  British  Columbia  and  must  be
     litigated in the courts of British Columbia.

16.  Any  notice that must be given or delivered under this agreement must be in
     writing  and  delivered by hand to the address or transmitted by fax to the
     fax  number  given  for  the  party  on  page  1 and is deemed to have been
     received  when  it  is  delivered  by hand or transmitted by fax unless the
     delivery  or  transmission is made after 4:00 p.m. or on a non-business day
     where  it is received, in which case it is deemed to have been delivered or
     transmitted  on  the  next  business  day.  Any  payments  of money must be
     delivered by hand or wired as instructed in writing by the receiving party.
     Any  delivery  other than a written notice or money must be made by hand at
     the  receiving  party's  address.

17.  The  parties  may assign this agreement or any part of it to another party.

18.  Any  amendment  of  this  agreement  must  be  in writing and signed by the
     parties.

19.  This  agreement  enures  to  the benefit of and binds the parties and their
     respective  successors,  heirs  and  permitted  assignees.

                                       37
<PAGE>

20.  If  any  provision  of this agreement is illegal or unenforceable under any
     law,  then  it  is  severed  and  the remaining provisions remain legal and
     enforceable.

21.  This  agreement  may be signed in counterparts and delivered to the parties
     by  fax,  and  the  counterparts  together  are  deemed  to be one original
     document.

The  parties'  signatures  below  are  evidence  of  their  agreement.


GLOBETRAC  INC.


     /s/  Jim  Pratt                             /s/  David  Patriquin

Authorized  signatory                            DAVID  PATRIQUIN
November  27,  2002                              November  27,  2002

                                       38
<PAGE>

                                    DELAWARE                             page 1


I,  HARRIET  SMITH  WINDSOR,  SECRETARY  OF  STATE OF THE STATE OF  DELAWARE, DO
HEREBY  CERTIFY  THE  ATTACHBD IS A TRUE AND CORRECT  COPY OF THE CERTIFICATE OF
AMENDMENT  OF  "ARTESCOPE,  INC."  HANGING  ITS  NAME  FROM "ARTESCOPE1 INC." TO
"GLOBETRAC  INC."  FILED  IN  THIS  OFFICE ON THE TWENTY-NINTH DAY OF JULY, A.D.
2002,  AT  9  O'CLOCK  A.M.

A  FILED  COPY  OF  THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER  OF  DEEDS

[SEAL]                                                  /s/Harriet Smith Windsor
                                       Harriet Smith Windsor. Secretary of State

3186932    8100                        AUTHENTICATION: 1908157

020480476                              DATE: 07-29-02

                                       39
<PAGE>

                                State of Delaware
                           Certificate of Amendment of
                         Certificate of Incorporation of
                                 Artescope, Inc.


Artescope,  Inc.,  a  corporation organized under the General Corporation Law of
the  State  of  Delaware  (the  "Corporation"),  does  certify:

..  FIRST:  That  at  a  meeting  of  the  Board  of Directors of Artescope, Inc.
resolutions  were  duly  adopted  setting  forth  proposed  amendments  of  the
Certificate  of  Incorporation of said corporation, declaring said amendments to
be  advisable  and calling a meeting of the stockholders of said corporation for
consideration  thereof.  The resolution setting forth the proposed amendments is
as  follows:

RESOLVED,  that  the  Certificate of Incorporation of the Corporation be amended
by:

1.  changing  the  Article  thereof  numbered  "FIRST" so that, as amended, said
Article  will  be  and  read  as  follows:

"FIRST.  The  name  of  this  corporation  is  GlobeTrac  Inc.

2.  changing  the  Article  thereof  numbered "FOURTH" so that, as amended, said
Article  will  be  and  read  as  follows:

"FOURTH.  The  total  number  of shares of stock that this corporation will have
authority  to  issue  is  Two  Hundred and Five Million (205,000,000) with a par
value  of  one mil ($.001) per share. Two Hundred Million (200,000,000) of those
shares  are  Common  Stock  and  Five  Million  (5,000,000)  of those shares are
Preferred  Stock. Each share of Common Stock will entitle the holder thereof to'
one  vote,  in  person  or  by  proxy,  on  any  matter  on  which action of the
stockholders  of  this corporation is sought. The holders of shares of Preferred
Stock  will  have  no right to vote such shares, except (i) as determined by the
Board  of  Directors  of  this  corporation in accordance with the provisions of
Section  (3)  of  ARTICLE FIFTH of this Certificate of Incorporation, or (ii) as
otherwise provided by the Delaware General Corporation Law, as amended from time
to time. The stockholders will not possess cumulative voting rights. The holders
of  shares  of  capital  stock  of  the  corporation  will  not  be  entitled to
pre-emptive  or  preferential  rights  to subscribe to any unissued stock or any
other  securities  that  the  corporation  may now or hereafter be authorized to
issue.  The corporation's capital stock may be issued and sold from time to time
for  such consideration as may be fixed by the Board of Directors, provided that
the  consideration  so  fixed  is  not  less  than  par  value.  "

..  Second:  That  thereafter,  pursuant to resolution of its Board of Directors,
consents  in  writing, approving and adopting the amendments, were signed by the
holders  of  Common Stock having a majority of the outstanding stock entitled to
vote  on the amendments and representing the necessary number of shares required
by  statute  to  be  voted  in  favor  of the amendments, all in accordance with
Sections  228  and  242 of the General Corporation Law of the State of Delaware.

                                       40
<PAGE>

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That  the  capital  of  the  Corporation will not be reduced under or by
Reason of said amendment.


        IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
Signed and attested by its duly authorized officer.


Dated: July 29, 2002

                                                /s/ John DaCosta
                                          By:       John DaCosta
                                          Its:      President

ATTEST:

       /s/ John DaCosta
 By:       John DaCosta
 Its:      President

                                       41
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


March  27,  2003

To  the  Board  of  Directors  and  Stockholders  of
Globetrac,  Inc.


We  have  audited the accompanying consolidated balance sheet of Globetrac, Inc.
and  subsidiary as of December 31, 2002, and the related consolidated statements
of operations, changes in stockholders' equity, and cash flows for the year then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.  The  financial statements of Globetrac, Inc.
(formerly Artescope, Inc.) for the year ended December 31, 2001, were audited by
other  auditors  whose  report dated February 15, 2002, expressed an unqualified
opinion  on  those  statements.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Globetrac, Inc. as
of  December  31,  2002,  and the consolidated results of its operations and its
cash  flows  for  the  year  then ended in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.


                                               /s/  Hall  &  Company

                                                                  HALL & COMPANY
                                                              Irvine, California

                                       42
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)


                        CONSOLIDATED FINANCIAL STATEMENTS

                           AS AT DECEMBER 31, 2002 AND
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                       43
<PAGE>

CONSOLIDATED  BALANCE  SHEET

CONSOLIDATED  STATEMENTS  OF  OPERATIONS

CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  DEFICIT

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

                                       44
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                           CONSOLIDATED BALANCE SHEET
                             AS AT DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                2002
                                                            -----------
<S>                                                         <C>
ASSETS

CURRENT ASSETS

     Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $  210,229
     Accounts receivable,
          net of allowance for doubtful accounts of $nil .      70,617
     Inventory . . . . . . . . . . . . . . . . . . . . . .     170,682
     Prepaids. . . . . . . . . . . . . . . . . . . . . . .      91,771
----------------------------------------------------------  -----------
                                                               543,299

Fixed Assets, net of $1,318 accumulated depreciation . . .       3,981


TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .  $  547,280
==========================================================  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts payable and accrued liabilities. . . . . . .  $  153,810
     Current portion of convertible notes payable (Note 3)     271,316
     Current portion of due to related parties (Note 4). .      45,328
----------------------------------------------------------  -----------
                                                               470,454

Convertible notes payable (Note 3) . . . . . . . . . . . .     354,247
Due to related party (Note 4). . . . . . . . . . . . . . .     500,000

                                                             1,324,701
                                                            -----------
Commitment and Contingencies (Note 5)

STOCKHOLDERS'  DEFICIT

     Share capital (Note 6)
     Authorized
          200,000,000 common shares, $0.001 par value
          5,000,000 preferred shares, $0.001 par value
     Issued and outstanding:
          21,040,000 common shares . . . . . . . . . . . .      21,040
     Additional paid in capital. . . . . . . . . . . . . .      18,235
     Accumulated deficit . . . . . . . . . . . . . . . . .    (826,637)
     Other comprehensive income:
          Foreign currency translation adjustment. . . . .       9,941


                                                              (777,421)


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . .  $  547,280
==========================================================  ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       45
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                          2002          2001
                                      ------------  ------------
<S>                                   <C>           <C>
REVENUE. . . . . . . . . . . . . . .  $    42,308   $     3,639

Cost of Goods Sold . . . . . . . . .       29,937             -
------------------------------------  ------------  ------------

Gross Profit . . . . . . . . . . . .       12,371         3,639
------------------------------------  ------------  ------------

OPERATING EXPENSES

Administrative expenses. . . . . . .      418,083        31,311
Selling expenses . . . . . . . . . .      187,982             -
Charge for impairment of goodwill. .      174,828             -
------------------------------------  ------------  ------------

Total Operating Expenses . . . . . .      780,893        31,311
------------------------------------  ------------  ------------

Loss From Operations . . . . . . . .     (768,522)      (27,672)

OTHER ITEMS

Interest expense . . . . . . . . . .       23,357             -
------------------------------------  ------------  ------------

Net loss before income tax expense .     (791,879)      (27,672)

Provision for income tax expense . .          711           800

NET LOSS FOR THE YEAR. . . . . . . .  $  (792,590)  $   (28,472)
=================================================================
BASIC AND DILUTED
     LOSS PER SHARE. . . . . . . . .  $     (0.03)  $     (0.00)
=================================================================
WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED   22,820,274    21,240,658
=================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       46
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                 CONSOIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                     ACCUMULATED
                                                                                         OTHER
                                                                  ADDITIONAL            COMPRE-
                                           NUMBER OF               PAID-IN  ACCUMULATED HENSIVE
                                             SHARES      AMOUNT    CAPITAL    DEFICIT    INCOME     TOTAL
------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>       <C>        <C>         <C>      <C>
BALANCE, JANUARY 1, 2001. . . . . . . . .   3,075,000   $ 3,075   $      -   $  (5,575)  $     -  $  (2,500)

Common stock, issued for consulting
     services, February 28, 2001. . . . .     500,000       500        500           -         -      1,000

Common stock, issued for cash,
     February 28, 2001. . . . . . . . . .   1,000,000     1,000      1,000           -         -      2,000

Common stock, issued for cash,
     Regulation D financing, May 25, 2001   1,635,000     1,635     31,065           -         -     32,700

Net loss for the year ended
     December 31, 2001. . . . . . . . . .           -         -          -     (28,472)        -    (28,472)
------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 1, 2002. . . . . . . . .   6,210,000     6,210     32,565     (34,047)        -      4,728

Cost of occupancy contributed by officer.           -         -        500           -         -        500

Issuance of three for one common stock
     dividend, May 27, 2002 . . . . . . .  18,630,000    18,630    (18,630)          -         -          -

Common shares cancelled, June 21, 2002. .  (3,800,000)   (3,800)     3,800           -         -          -

Net loss for the year ended
     December 31, 2002. . . . . . . . . .           -         -          -    (792,590)        -   (792,590)

Foreign currency translation adjustments.           -         -          -           -     9,941      9,941
------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002. . . . . . . .  21,040,000   $21,040   $ 18,235   $(826,637)  $ 9,941  $(777,421)
============================================================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       47
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                 2002        2001
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss for the period . . . . . . . . . . . . . . . .  $ (792,589)  $(28,472)

     Adjustment to reconcile net loss to net cash
     used in operating activities:
          Depreciation . . . . . . . . . . . . . . . . . . .        1318          -
          Cost of consulting services paid with common stock           -      1,000
          Occupancy cost contributed by an officer . . . . .         500          -

     Increase (decrease) from changes in:
          Accounts receivable. . . . . . . . . . . . . . . .     (68,935)    (1,682)
          Inventory. . . . . . . . . . . . . . . . . . . . .    (170,682)         -
          Prepaids . . . . . . . . . . . . . . . . . . . . .     (91,771)         -
          Accounts payable and accrued liabilities . . . . .     147,321      3,988
          Accrued interest, related party. . . . . . . . . .       4,795          -
          Account payable, related party . . . . . . . . . .      40,533          -
          Accrued interest, convertible debt . . . . . . . .      18,275          -
                                                           -------------------------
NET CASH USED IN OPERATING ACTIVITIES. . . . . . . . . . . .    (911,235)   (25,166)
                                     ______________________

CASH FLOWS FROM INVESTING ACTIVITIES

     Purchase of equipment . . . . . . . . . . . . . . . . .      (5,299)         -
                                                           -------------------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Issuance of convertible notes payable . . . . . . . . .     607,288          -
     Issuance of note to related party . . . . . . . . . . .     500,000          -
     Net proceeds from issuance of common stock. . . . . . .           -     34,700
                                                           -------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . .   1,107,288     34,700

     Effect of exchange rate changes on cash . . . . . . . .       9,941          -
                                                           -------------------------
INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . . . . .     200,695      9,534

CASH, BEGINNING OF PERIOD. . . . . . . . . . . . . . . . . .       9,534          -
                                                           -------------------------

CASH, END OF PERIOD. . . . . . . . . . . . . . . . . . . . .  $  210,229   $  9,534
====================================================================================

Supplemental disclosure of cash flow information:

Cash paid during the year for:
     Income taxes. . . . . . . . . . . . . . . . . . . . . .  $        -   $    800
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       48
<PAGE>


                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  OPERATIONS

GlobeTrac  Inc.  (the  "Company")  was  incorporated in the state of Delaware on
March  2,  2000  as  Artescope,  Inc.  and  on July 29, 2002 changed its name to
GlobeTrac  Inc.  The  Company's principal executive offices are headquartered in
London,  England.  Prior  to  August  27,  2002,  the  Company  provided digital
graphics  design  and  production  services  for  commercial  and  corporate
enterprises.  On  August  27,  2002  the  Company acquired 100% of the shares of
Global  Axxess  Corporation Limited ("Global Axxess"), a company incorporated in
Ireland,  and changed its business direction to selling, marketing, distributing
and  installing  global  wireless  tracking  and  telematics  equipment.

On  May 6, 2002, all of the directors and officers of the Company resigned and a
new  director  and  officer  was  appointed.

On  August 27, 2002, all of the directors of Global Axxess, and its wholly owned
subsidiary  Globetrac  Limited,  resigned  and two new directors were appointed.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  subsidiary.  All  significant  intercompany  balances and transactions have
been  eliminated.

ACCOUNTING  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the reporting period.  Actual results could differ from those estimates.

CASH  EQUIVALENTS

For  purposes  of  the  balance sheet  and statements of cash flows, the Company
considers  all  highly  liquid debt instruments purchased with maturity of three
months or less to be cash equivalents.  At December 31, 2002, the Company had no
cash  equivalents.

ACCOUNTS  RECEIVABLE

Receivables  represent  valid  claims  against  debtors  for sales arising on or
before  the balance sheet date and are reduced to their estimated net realizable
value.  An  allowance  for  doubtful  accounts  is based on an assessment of the
collectability  of  all  past  due  accounts.

INVENTORY

Inventory  is stated at the lower of cost (first-in, first-out) or market value.
Market  value  represents  the  lower  of  replacement  cost  or  estimated  net
realizable  value.

CONCENTRATION  OF  CREDIT  RISK

Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist  primarily  of  cash  and  trade accounts receivable.  The
Company  places  its  cash  with  various  major  financial institutions and, by
policy, limits the amount of credit exposure with any one financial institution.
The  Companies  trade  accounts  receivable  are  primarily  from transportation
customers  located  throughout  England.  The  Company  routinely  assesses  the
financial  strength  of  its  customers  and as a consequence, concentrations of
credit  risk  are  limited.

                                       49
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

FIXED  ASSETS

Computer  equipment  is  stated  at  cost.  Depreciation  is  computed  over the
estimated  useful life of the depreciable assets using the straight-line method.
The  useful  life  for  computer  equipment  is  estimated  to  be  4  years.

Computer  equipment  is  reviewed  each  year to determine whether any events or
circumstances  indicate  that  the  carrying  amount  of  the  assets may not be
recoverable.  Such  review  is  performed  based  on estimated undiscounted cash
flows  compared with the carrying value of the assets.  If the future cash flows
(undiscounted  and without interest charges) are less than the carrying value, a
write-down  would  be recorded to reduce the related asset to its estimated fair
value.

GOODWILL  AND  OTHER  INTANGIBLE  ASSETS

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 142  "Goodwill and Other Intangible Assets" on January 1,
2002.  SFAS 142 requires, among other things, the discontinuance of goodwill and
indefinite  life  intangible  assets  amortization.  In  addition,  the standard
includes  provisions  for  the  reclassification  of certain existing recognized
intangibles  as  goodwill,  reassessment  of  the  useful  lives of the existing
recognized  intangibles  with  finite  lives,  reclassification  of  certain
intangibles  out  of  previously  reported  goodwill  and  the identification of
reporting  units  for  purposes  of  assessing  potential  future impairments of
goodwill.  SFAS  142  also  requires  the  Company  to  complete  a transitional
goodwill  impairment test six months from the date of adoption.  Adoption of the
non-amortization  provisions  of  SFAS  142  resulted in the Company recording a
charge  for impairment of goodwill of $174,828 in the consolidated statements of
operations.

REVENUE  RECOGNITION

Revenue  is  recognized when the product is shipped to a reseller or end-user or
when  installation  of  the  wireless tracking and telematics equipment has been
completed;  price  is  fixed  or  determinable  and collectability is reasonably
assured.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying  values  reflected  in  the  consolidated  balance sheet for cash,
accounts  receivable, accounts payable and accrued liabilities approximate their
fair  values  because  of  the  short  maturity  of  these  instruments.

INCOME  TAXES

Income tax expense is based on pre-tax financial accounting income.  The Company
recognizes  deferred tax assets and liabilities based on differences between the
financial  reporting  and  tax bases of assets and liabilities using the enacted
tax  rates  and  laws that are expected to be in effect when the differences are
expected  to  be  recovered.  The  Company  provides  a  valuation allowance for
deferred tax assets for which it does not consider realization of such assets to
be  more  likely  than  not.

BASIC  AND  DILUTED  NET  LOSS  PER  COMMON  SHARE

Pursuant  to  its subsequent incorporation on March 2, 2000, the Company adopted
the  provisions  of  SFAS  No.  128  "Earnings Per Share" which provides for the
calculation  of basic and diluted earnings/loss per share.  Basic loss per share
includes  no dilution and is computed by dividing net income available to common
shareholders  by the weighted average number of outstanding common shares during
the  year.  Diluted  earnings  per  share  reflect  the  potential  dilution  of
securities  that  could  occur  if  securities or other contracts (such as stock
options  and  warrants)  to  issue  common stock were exercise or converted into
common  stock.  The  Company  had no outstanding options or warrants at December
31,  2002.

SEGMENT  REPORTING

The  Company is centrally managed and operates in one business segment: selling,
marketing,  distributing  and installing global wireless tracking and telematics
equipment.

                                       50
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

FOREIGN  CURRENCY

The  financial statements of the Company's foreign subsidiary are measured using
the  British  Pound as the functional currency.  Assets and liabilities of these
subsidiaries  are  translated  at  exchange  rates as of the balance sheet date.
Revenues  and  expenses  are  translated at average exchange rates for the year.
The  resulting  cumulative  translation  adjustments  have  been  recorded  as a
separate  component of stockholder's equity.  Foreign currency transaction gains
and  losses  are  included  in  consolidated  net  income.

COMPREHENSIVE  INCOME

SFAS  No.  130, "Reporting Comprehensive Income" effective in 1998, requires the
disclosure of comprehensive income to reflect changes in equity that result from
transactions  and  economic events from non-owner sources.  Comprehensive income
for  the current period represents foreign currency translation items associated
with  the  Company's  English  and  Irish  operations.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  August  2001,  the Financial Accounting Standards Board ("FASB") issued SFAS
No.  143,  "Accounting for Asset Retirement Obligations".  SFAS 143 requires the
fair value of a liability for an asset retirement obligation to be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made.  The  associated  retirement costs are capitalized as part of the carrying
amount  of  the  long-lived  asset.  SFAS  No. 143 is effective for fiscal years
beginning  after  June 15, 2002.  The Company's adoption of SFAS No. 143 did not
have  a  material  impact  on  its  operations  or  financial  position.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 addresses financial accounting and
reporting  for  the  impairment or disposal of long-lived assets.  It supersedes
SFAS  No.  121,  Accounting  for  the  Impairment  of  Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of, and the accounting and reporting provisions
of  Accounting  Principles  Board  Statement  (APB) 30, Reporting the Results of
Operations  -  Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual  and Infrequently Occurring Events and Transactions, for
the  disposal  of  a segment of a business.  The Company's adoption of  SFAS No.
144  did  not  have  a  material impact on its operations or financial position.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".  SFAS
No. 145 eliminates Statement No. 4 (and Statement No. 64, as it amends Statement
No.  4),  which  requires  gains  and  losses from extinguishments of debt to be
aggregated and, if material, classified as an extraordinary item, and thus, also
the  exception  to applying APB No. 30 is eliminated as well.  This statement is
effective  for  years beginning after May 2002 for the provisions related to the
rescission  of  Statements  No.  4 and 64, and for all transactions entered into
beginning  May  2002 for the provision related to the amendment of Statement No.
13.  The  Company's  adoption  of SFAS No. 145 did not have a material impact on
its  operations  or  financial  position.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit  or  Disposal Activities," which addresses accounting for restructuring and
similar  costs.  SFAS  No.  146  supersedes  previous  accounting  guidance,
principally  Emerging Issues Task Force (EITF) Issue No. 94-3.  The Company will
adopt  the  provisions  of  SFAS  No. 146 for restructuring activities initiated
after  December  31,2002.  SFAS  No.  146  requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred.  Under  EITF  No. 94-3, a liability for an exit cost was recognized at
the  date  of  a  company's  commitment  to  an  exit  plan.  SFAS  No. 146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly,  SFAS  No.  146 may affect the timing of recognizing future
restructuring  and  costs  as  well  as  the  amount  recognized.

In November 2002, The FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  to  Others, an interpretation of FASB Statements No. 5, 57 and 107
and  a  rescission  of  FASB  Interpretation  No.  34",  ("FIN  45").  This
interpretation  elaborates  on  the disclosures to be made by a guarantor in its
interim  and  annual financial statements about its obligations under guarantees
issued.  The  interpretation  also  clarifies  that  a  guarantor is required to
recognize,  at  inception  of a guarantee, a liability for the fair value of the
obligation  undertaken.  The  initial  recognition and measurement provisions of
the  interpretation  are  applicable  to  guarantees  issued  or  modified after
December  31,  2002  and  are  not  expected  to  have  a material effect on the
Company's  operations  or  financial  results.  The  disclosure requirements are
effective  for  financial  statements of interim and annual periods ending after
December  31,  2002.

                                       51
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

NEW  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure, which amends SFAS No. 123, "Accounting
for  Stock-Based  Compensation".  SFAS  No.  148 provides alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition, SFAS No. 148 amends the
disclosure  requirements  of  SFAS  No.  123  to require more prominent and more
frequent  disclosures  in  financial  statements  of  the effects of stock-based
compensation.  The  transition guidance provisions of SFAS No. 148 are effective
for  fiscal  years  ending  after  December  15,  2002.  The  interim disclosure
provisions  are  effective  for financial reports containing condensed financial
statements  for interim periods beginning after December 15, 2002.  The adoption
of  SFAS  No.  148  is  not  expected to have a material impact on the Company's
consolidated  balance  sheet  or  results  of  operations.

In  January  2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable  Interest  Entities, an interpretation of Accounting Research Bulletins
("ARB")  No.  51,  Consolidated  Financial  Statements",  ("FIN  46").  Fin  46
clarifies  the  application  of  ARB  No. 51 to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do  not  have sufficient equity at risk for the entity to finance its activities
without  additional  subordinated  financial  support  from  other parties.  The
Company  does  not believe the adoption of FIN 46 will have a material impact on
its  financial  position  or  results  of  operations.

NOTE  2  -  ACQUISITION  OF  BUSINESS

The  acquisition  of Global Axxess has been accounted for by the purchase method
of  accounting  and accordingly, the operating results have been included in the
Company's  consolidated  results of operations from August 27, 2002, the date of
acquisition.  The  excess  of the consideration given over the fair value of net
assets  acquired of $174,828 has been recorded on the statement of operations as
a  charge  for  impairment  of  goodwill.

The  components  of  the  purchase  price  and  allocation  are  as  follows:

Consideration  and  acquisition  cost:
     Cash  paid  for  shares                              $            1
     --------------------------------------------------------------------

Allocation  of  purchase  price:
     Current  assets                                      $       99,627
     Current  liabilities  assumed                              (274,454)
     Charge  for  impairment  of  Goodwill                       174,828
     --------------------------------------------------------------------
                                                          $            1
-------------------------------------------------------------------------


Pro  forma operating results for the Company, assuming the acquisition of Global
Axxess  occurred  on  December  31, 2001, are not included, as the effect is not
considered  material  to  the  Company's  financial  statements.

NOTE  3  -  CONVERTIBLE  NOTES  PAYABLE

At  December 31, 2002, the Company had a note payable to a company in the amount
of  $148,000,  plus  accrued  interest of $2,309.  This note is unsecured, bears
interest at 8%, with $75,000 due February 8, 2004 and $73,000 due March 5, 2004.
At  the  option of the Company the note is convertible into common shares of the
Company  at  $0.50  per  share.

The  Company  has  notes  payable  to a company totaling $459,288,  plus accrued
interest of $15,966.  These notes are unsecured, bear interest at 8% and are due
at  various  dates between August 17, 2003 and March 14, 2004.  At the option of
the Company the notes are convertible into common shares of the Company at $0.50
per  share.

                                       52
<PAGE>

                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE  4  -  DUE  TO  RELATED  PARTIES

The  Company is indebted to a company sharing a common director in the amount of
$40,533,  this debt is unsecured, non-interest bearing and has no fixed terms of
repayment.

At  December  31,  2002,  the  Company  has  a note payable to a director of the
Company  in  the amount of $500,000, plus accrued interest of $4,795.  This note
is  unsecured,  bears  interest  at  10%  and  is  due  November  27,  2004.

At  December  31,  2002 and 2001 the Company had paid or has payable $92,415 and
$Nil  to  directors  and  officers  of  the  Company.

NOTE  5  -  COMMITMENT  AND  CONTINGENCIES

On  October  10,  2002,  Globetrac  Limited  entered  into a three year contract
whereby, Globetrac Limited agreed to pay 12,500 in British pounds per month plus
sales  bonuses  for  a  three  year  period, for business development, sales and
marketing  services.

With  its  recent  acquisitions  and  management  changes,  the Company has been
focused  on  effectuating  and  implementing its new business plan. As such, the
Company  has an accumulated deficit of $826,637 to date and additional financing
will  be  required  by  the  Company  to  fund its development activities and to
support  operations.  Management plans to mitigate its losses in future years by
reducing  certain  operating  expenses  that  were associated with the change in
business  direction,  business  acquisition  and  management changes.   However,
there  is  no  assurance  that  the  Company  will  be able to obtain additional
financing.  Furthermore, there is no assurance that rapid technological changes,
changing  customer needs and evolving industry standards will enable the Company
to  introduce  new  products  and services on a continual and timely basis.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  those  uncertainties.

NOTE  6  -  COMMON  STOCK

On February 28, 2001, the Company issued 1,500,000 shares of its common stock to
a former officer and director for cash of $2,000 and consulting services.  Since
there  was  no  readily  available  market  value  at the time the services were
rendered,  the value of $0.002 per share was considered as a reasonable estimate
of  fair  value  between  the  Company  and  the  former  officer.

On  May  31, 2001, the Company completed a "best efforts" offering of its common
stock  pursuant  to the provisions of Section 4(2) of the Securities Act of 1933
and  Rule  506  of  Regulation  D  promulgated  by  the  Securities and Exchange
Commission.  In accordance with the private placement memorandum offering, which
was  initiated  on  March  15,  2001, the Company issued 1,635,000 shares of its
common  stock  at  $0.02  per  share  for  a  total  of  $32,700.


On May 17, 2002, the Company declared a stock dividend of three shares for every
one  share  issued.  The stock dividend was paid out on May 28, 2002.  The stock
dividend  resulted  in an increase of the Company's issued and outstanding share
capital  from  6,210,000  shares  to  24,840,000  shares.

On  June 21, 2002, the Company cancelled 3,800,000 of its issued and outstanding
common  shares  and  returned  the  shares  to  treasury.

On  July  29,  2002,  the authorized share capital of the Company increased from
55,000,000  shares  to 205,000,000 shares with a par value of $0.001, consisting
of  200,000,000  common  shares  and  5,000,000  preferred  shares.

NOTE  7  -  DEPENDENCE  ON  KEY  SUPPLIER

On  June 19, 2002, the Company's wholly owned subsidiary entered into a two year
master  distribution  agreement with the manufacturer and supplier of a wireless
vehicle  tracking, communications and telematics system, whereby the Company has
the  rights  to  market  and  distribute  the  telematics  hardware and software
products  throughout  Europe.  Under  the terms of the contract the Company must
order  a  minimum of 1000 units during the first year of the term and a total of
7,000  units  by  the  end of the term.  Due to the uniqueness of the telematics
equipment,  the  Company  is  dependent on this supplier, thus failure to obtain
product  or  meet  the  unit  minimum  purchase requirements may have an adverse
financial  effect  on  the  Company.

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                                 GLOBETRAC INC.
                           (FORMERLY ARTESCOPE, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002



NOTE  8  -  INCOME  TAXES

As  of  December  31,  2002,  deferred  tax  assets  consist  of  the following:

Federal  loss  carryforwards                              $128,000
State  loss  carryforwards                                  11,000
Foreign  loss  carryforwards                                88,000
-------------------------------------------------------------------

Less:  Valuation  allowance                               (227,000)
-------------------------------------------------------------------
                                                          $      -
===================================================================

At  December 31, 2002, the Company had a net operating loss carryforward ("NOL")
of  approximately  $820,000  for  federal,  state  and  foreign  tax  purposes.

At  December  31,  2002  the  Company  had a deferred tax asset of approximately
$227,000  that  primarily  relates  to  net  operating losses.  A 100% valuation
allowance  has  been  established, as management believes it is more likely than
not  that  the  deferred  tax  assets  will  not  be  realized.

The  federal  and  state NOL's expire through December 31, 2022 and December 31,
2012.

The  Company's  valuation  allowance  increased  during  2002  by  $215,000.

NOL's  incurred  prior to May 6, 2002 are subject to an annual limitation due to
the  ownership change (as defined under Section 382 of the Internal Revenue Code
of  1986)  which  resulted  in  a  change  in business direction.  Unused annual
limitations  may  be carried over to future years until the net operating losses
expire.  Utilization of net operating losses may also be limited in any one year
by  alternative  minimum  tax  rules.

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