**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, 2005**





**[   
                ]**
            **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 incorporation or
                organization)
            (I.R.S.
              Employer Identification No.)1100
                Melville Street, Suite 600, Vancouver, British Columbia,
                Canada
            V6E
                4A6(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number: 1-800-648-4287








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. **[ 
      ]**




***Page
          - 1***





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**[ 
      ] Yes [ X ] No**





State
      issuer’s revenues for its most recent fiscal year.   **$124,133**





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: **$218,800,
      as of March 27, 2006 ($0.016 average X 13,675,000)**





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 27, 2006**Common
                Stock - $0.001 par value
            22,190,000





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; Exhibit 10.1 (Master Distributorship
      Agreement) filed as an exhibit to GlobeTrac’s Form 8-K (Current Report) filed on
      September 11, 2002; Exhibit 10.5 (Letter Agreement) filed as an exhibit to
      GlobeTrac’s Form 8-K (Current Report) filed on December 22, 2004; and Exhibit
      10.6 (Termination and Transfer Agreement) filed as an exhibit to GlobeTrac’s
      Form 8-K (Current Report) filed on November 14, 2005.





Transitional
      Small Business Disclosure Format (Check one): **Yes [  ] No [ x ]**





***Page
          - 2***


**PART
      I**





**Item
      1.**  **Description
      of Business.**





**(a)**
            **Business
                Development**





GlobeTrac
      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 shares of Common Stock and 5,000,000 shares of Preferred Stock
      with 22,190,000 shares of Common Stock 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 in Europe.





On
      August
      27, 2002 the president of GlobeTrac resigned, but remained on as director and
      the 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” and obtained the exclusive rights to distribute global wireless
      tracking and telematics products in Europe. See Exhibit 10.1 - Master
      Distributorship Agreement 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 was
      in
      the business of selling, marketing, distributing and installing the global
      wireless tracking and telematics equipment.





Effective
      November 1, 2004, GlobeTrac decided to wind down its operations due to cash
      flow
      limitations. Additionally, GlobeTrac reached an agreement with WebTech Wireless
      to cancel the master distributorship agreement and to restructure its ongoing
      business relationship with WebTech Wireless. See Exhibit 10.5 - Letter Agreement
      and Exhibit 10.6 - Termination and Transfer Agreement for more information.
      Pursuant to the terms of the Letter Agreement and the Termination and Transfer
      Agreement WebTech
      acquired specific assets and liabilities of GlobeTrac. WebTech has agreed to
      pay
      a 6% commission/royalty on gross sales from qualified potential customers and
      resellers, which will be included for commission purposes if such business
      commences within 12 months of the signed agreement. There is no cap on the
      royalty payable to GlobeTrac and royalties are to be paid by WebTech for 11
      years beginning November 1, 2004.





Since
      November 1, 2004, GlobeTrac’s current principal business activity has been to
      seek a viable business opportunity through acquisition, merger or other suitable
      business combination method.





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,
      with the exception of the sale of certain assets to WebTech in accordance with
      the terms set out in the Termination and Transfer Agreement. See Exhibit 10.6
      for more information.





**(b)**
            **Business
                of GlobeTrac**





On
      November 26, 2004, GlobeTrac entered into an agreement with WebTech Wireless
      whereby GlobeTrac decided to wind down its operations effective November 1,
      2004
      and WebTech Wireless agreed to acquire all of GlobeTrac’s existing customers and
      resellers and portals in exchange for the 6% commission/royalty. See Exhibit
      10.5 - Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement
      for more information.




***Page
          - 3***





Since
      November 1, 2004, GlobeTrac’s only source of income is the royalty income they
      receive from WebTech. GlobeTrac’s present business objective is to locate and
      consummate a merger or acquisition of a viable business.





GlobeTrac
      will attempt to locate and negotiate with a target business for the merger
      of a
      target business into GlobeTrac. In certain instances, a target business may
      want
      to become a subsidiary of GlobeTrac or may want to contribute assets to
      GlobeTrac rather than merge. It is anticipated that management will contact
      broker-dealers and other persons with whom they are acquainted who are involved
      with corporate finance matters to advise them of GlobeTrac’s existence and to
      determine if any companies or businesses that they represent have a general
      interest in considering a merger or acquisition with GlobeTrac. No assurance
      can
      be given that GlobeTrac will be successful in finding or acquiring a viable
      target business. Furthermore, no assurance can be given that any business
      opportunity, which does occur, will be on terms that are favorable to GlobeTrac
      or its current stockholders.





A
      target
      business, if any, which may be interested in a business combination with
      GlobeTrac may include (1) a company for which a primary purpose of becoming
      public is the use of its securities for the acquisition of assets or businesses;
      (2) a company that is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to it; (3)
      a
      company that wants to become public with less dilution of its common stock
      than
      would occur normally upon an underwriting; (4) a company that believes that
      it
      will be able to obtain investment capital on more favorable terms after it
      has
      become public; (5) a foreign company that wants to gain an initial entry into
      the United States securities market; (6) a special situation company, such
      as a
      company seeking a public market to satisfy redemption requirements under a
      qualified Employee Stock Option Plan; or (7) a company seeking one or more
      of
      the other perceived benefits of becoming a public company.





Management
      believes that there are perceived benefits to being a reporting company with
      a
      class of publicly-registered securities. These are commonly thought to include
      (1) the ability to use registered securities to make acquisition of assets
      or
      businesses; (2) increased visibility in the financial community; (3) the
      facilitation of borrowing from financial institutions; (4) improved trading
      efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising
      capital; (7) compensation of key employees through stock options; (8) enhanced
      corporate image; and (9) a presence in the United States capital
      market.





GlobeTrac
      anticipates that the target businesses or business opportunities presented
      to it
      will (1) either be in the process of formation, or be recently organized with
      limited operating history or a history of losses attributable to
      under-capitalization or other factors; (2) experiencing financial or operating
      difficulties; (3) be in need of funds to develop new products or services or
      to
      expand into a new market, or have plans for rapid expansion through acquisition
      of competing businesses; (4) or other similar characteristics. GlobeTrac intends
      to concentrate its acquisition efforts on properties or businesses that
      management believes to be undervalued or that management believes may realize
      a
      substantial benefit from being publicly owned. Given the above factors,
      investors should expect that any target business or business opportunity may
      have little or no operating history, or a history of losses or low
      profitability.





GlobeTrac
      does not propose to restrict its search for business opportunities to any
      particular geographical area or industry, and may, therefore, engage in
      essentially any business, to the extent of its limited resources. This includes
      industries such as service, finance, natural resources, manufacturing, high
      technology, product development, medical, communications and others. GlobeTrac’s
      discretion in the selection of business opportunities is unrestricted, subject
      to the availability of such opportunities, economic conditions, and other
      factors. However, management believes that any potential business opportunity
      must provide audited financial statements for review, for the protection of
      all
      parties to the business combination. One or more attractive business
      opportunities may choose to forego the possibility of a business combination
      with us, rather than incur the expenses associated with preparing audited
      financial statements.





Management,
      which in all likelihood will not be experienced in matters relating to the
      business of a target business, will rely upon its own efforts in accomplishing
      GlobeTrac’s business purposes. Outside consultants or advisors may be utilized
      by GlobeTrac to assist in the search for qualified target companies. If
      GlobeTrac does retain such an outside consultant or advisor, any cash fee earned
      by such person will need to be assumed by the target business, as GlobeTrac
      has
      no cash assets with which to pay such obligation.





Management
      does not have the capacity to conduct as extensive an investigation of a target
      business as might be undertaken by a venture capital fund or similar
      institution. The analysis of new business opportunities will be undertaken
      by,
      or under the supervision of GlobeTrac’s officers and directors, who are not
      professional business analysts. In analyzing prospective business opportunities,
      management may consider such matters as:





***Page
          - 4***





•
the
      available technical, financial and managerial resources;


•
working
      capital and other financial requirements; history of operations, if
      any;


•
      prospects for the future;


•
nature
      of present and expected competition;


•
the
      quality and experience of management services which may be available and the
      depth of that management


•
the
      potential for further research, development, or exploration


•
      specific risk factors not now foreseeable but which then may be anticipated
      to
      impact our proposed activities;


•
the
      potential for growth or expansion;


•
the
      potential for profit; and


•
the
      perceived public recognition or acceptance of products, services, or trades;
      name identification.





A
      target
      business may have an agreement with a consultant or advisor, providing that
      services of the consultant or advisor be continued after any business
      combination. Additionally, a target business may be presented to GlobeTrac
      only
      on the condition that the services of a consultant or advisor be continued
      after
      a merger or acquisition. Such preexisting agreements of target businesses for
      the continuation of the services of attorneys, accountants, advisors or
      consultants could be a factor in the selection of a target
      business.





In
      implementing a structure for a particular target business acquisition, GlobeTrac
      may become a party to a merger, consolidation, reorganization, joint venture,
      or
      licensing agreement with another corporation or entity. GlobeTrac may also
      acquire stock or assets of an existing business. Depending upon the nature
      of
      the transaction, the current officers and directors of GlobeTrac may resign
      their management and board positions with GlobeTrac in connection with a change
      of control or acquisition of a business opportunity and be replaced by one
      or
      more new officers and directors.





It
      is
      anticipated that any securities issued in any reorganization would be issued
      in
      reliance upon exemption from registration under applicable federal and state
      securities laws. In some circumstances however, as a negotiated element of
      its
      transaction, GlobeTrac may agree to register all or a part of such securities
      immediately after the transaction is consummated or at specified times
      thereafter. If such registration occurs, of which there can be no assurance,
      it
      will be undertaken by the surviving entity after GlobeTrac has entered into
      an
      agreement for a business combination or has consummated a business combination.
      The issuance of additional securities and their potential sale into GlobeTrac’s
      trading market may depress the market value of GlobeTrac’s securities in the
      future.





With
      respect to any merger or acquisition negotiations with a target business,
      management expects to focus on the percentage of GlobeTrac that the target
      business stockholder would acquire in exchange for their shareholdings in the
      target business. Depending upon, among other things, the target business’s
      assets and liabilities, GlobeTrac’s shareholders will in all likelihood hold a
      substantially lesser percentage ownership interest in GlobeTrac following any
      merger or acquisition. Any merger or acquisition effected by GlobeTrac can
      be
      expected to have a significant dilutive effect on the percentage of shares
      held
      by GlobeTrac’s shareholders at that time.





At
      the
      present time, management has not identified any target business or business
      opportunity that it plans to pursue, nor has GlobeTrac reached any agreement
      or
      definitive understanding with any person concerning an acquisition or a business
      combination. When any such agreement is reached or other material fact occurs,
      GlobeTrac will file notice of such agreement or fact with the Securities and
      Exchange Commission on Form 8-K. Persons reading this Form 10-KSB are advised
      to
      determine if GlobeTrac has subsequently filed a Form 8-K.





Management
      anticipates that the selection of a business opportunity in which to participate
      will be complex and without certainty of success. Management believes (but
      has
      not conducted any research to confirm) that there are numerous firms seeking
      the
      perceived benefits of a publicly registered corporation. Such perceived benefits
      may include facilitating or improving the terms on which additional equity
      financing may be sought, providing liquidity for incentive stock options or
      similar benefits to key employees, increasing the opportunity to use securities
      for acquisitions, and providing liquidity for stockholder’s investments.
      Business opportunities may be available in many different industries and at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex.





**Competition**





GlobeTrac
      will remain an insignificant participant among the firms that engage in the
      acquisition of business opportunities. There are many established venture
      capital and financial concerns which have significantly greater financial and
      personnel resources and technical expertise than GlobeTrac. In view of
      GlobeTrac’s combined extremely limited financial resources and limited
      management availability, GlobeTrac will continue to be at a significant
      competitive disadvantage compared to its competitors.




***Page
          - 5***





GlobeTrac
      expects to encounter substantial competition in its efforts to locate attractive
      business combination opportunities. The competition may in part come from
      business development companies, venture capital partnerships and corporations,
      small investment companies, and brokerage firms. Some of these types of
      organizations are likely to be in a better position than GlobeTrac to obtain
      access to attractive business acquisition candidates either because they have
      greater experience, resources and managerial capabilities than GlobeTrac,
      because they are able to offer immediate access to limited amounts of cash,
      or
      for a variety of other reasons. GlobeTrac also will experience competition
      from
      other public companies with similar business purposes, some of which may also
      have funds available for use by an acquisition candidate.





**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 terms set out in the Letter Agreement among Global Axxess,
      WebTech Wireless International and WebTech Wireless Inc. See Exhibit
      10.5 - Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement
      for more information .





**Expenditures
      on Research and Development During the Last Two Fiscal
      Years**





GlobeTrac
      has not spent any funds on research and development activities in the last
      two
      fiscal years except for funds spent for the development of its
      website.





GlobeTrac
      is not currently conducting any research and development activities.





**Number
      of Total Employees and Number of Full Time Employees**





GlobeTrac
      currently has no employees. Management expects to use consultants, attorneys
      and
      accountants as necessary, and does not anticipate a need to engage any full-time
      employees so long as it is seeking and evaluating business opportunities. The
      need for employees and their availability will be addressed in connection with
      the decision whether or not to acquire or participate in specific business
      opportunities.





**RISK
      FACTORS**





You
      should consider each of the following risk factors and the other information
      in
      this Annual Report, including GlobeTrac’s consolidated 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:**





**1.**
            **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 $4,124,249. For the 12 months ended December 31, 2005,
      operating expenses decreased by $517,481 from $605,725 for the year ended
      December 31, 2004 to $88,244 for the year ended December 31, 2005. See
“Management Discussion and Analysis” on page 11 for more details.





GlobeTrac
                currently has few assets and limited financial resources. GlobeTrac
                will,
                in all likelihood, continue to sustain operating expenses , at least
                until
                the consummation of a business combination. This will most likely
                result
                in GlobeTrac incurring net operating losses until GlobeTrac can consummate
                a business combination with a target business. There is no assurance
                that
                GlobeTrac can identify such a target business and consummate such
                a
                business combination.





***Page
          - 6***





**2.**
            **GlobeTrac
                has no agreement for a business combination and there are no minimum
                requirements for a business
                combination.**





GlobeTrac
                has no current arrangement, agreement or understanding with respect
                to
                engaging in a business combination with a specific entity. There
                can be no
                assurance that GlobeTrac will be successful in identifying and evaluating
                suitable target businesses or business opportunities or in concluding
                a
                business combination. No particular industry or specific business
                within
                an industry has been selected for a target business. GlobeTrac has
                not
                established a specific length of operating history or a specified
                level of
                earnings, assets, net worth or other criteria that it will require
                a
                target business to have achieved, or without which GlobeTrac would
                not
                consider a business combination with such target business. Accordingly,
                GlobeTrac may enter into a business combination with a target business
                having no significant operating history, losses, limited or no potential
                for immediate earnings, limited assets, negative net worth or other
                negative characteristics. There is no assurance that GlobeTrac will
                be
                able to negotiate a business combination on terms favorable to
                GlobeTrac.





**3.**  **GlobeTrac
      does not have sufficient funds to acquire or operate a target
      business.**





GlobeTrac
                has very limited funds, and such funds, may not be adequate to take
                advantage of any available business opportunities. Even if GlobeTrac’s
                currently available funds prove to be sufficient to pay for its operations
                until it is able to acquire an interest in, or complete a transaction
                with, a target business, such funds may not be sufficient to enable
                it to
                exploit the business opportunity. Thus, the ultimate success of GlobeTrac
                will depend, in part, upon its availability to raise additional capital.
                If GlobeTrac requires modest amounts of additional capital to fund
                its
                operations until it is able to complete a business acquisition or
                transaction, such funds, are expected to be provided by private loans
                or
                the private placement of the Company’s commons stock. However, GlobeTrac
                has not investigated the availability, source, or terms that might
                govern
                the acquisition of the additional capital that is expected to be
                required
                in order to exploit a business opportunity, and will not do so until
                it
                has determined the level of need for such additional financing. There
                is
                no assurance that additional capital will be available from any source
                or,
                if available, that it can be obtained on terms acceptable to GlobeTrac.
                If
                not available, GlobeTrac operations will be limited to those that
                can be
                financed with its modest capital.





**Risks
      associated with GlobeTrac’s industry:**





**4.**
            **GlobeTrac
                faces significant competition for business opportunities and combinations
                and there may be a scarcity of available business
                opportunities.**





GlobeTrac
      is and will continue to be an insignificant participant in the business of
      seeking mergers with and acquisitions of business opportunities. A large number
      of established and well-financed entities, including venture capital firms,
      are
      active in mergers and acquisitions of target businesses that may be merger
      or
      acquisition target candidates for GlobeTrac. Nearly all such entities have
      significantly greater financial resources, technical expertise and managerial
      capabilities than GlobeTrac and, consequently, GlobeTrac will be at a
      competitive disadvantage in identifying possible business opportunities and
      successfully completing a business combination. Moreover, GlobeTrac will also
      compete in seeking merger or acquisition candidates with other small public
      companies, some of which may also have funds available for use by an acquisition
      candidate. See “Business of GlobeTrac - Competition” for more
      details.





**5.**  **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.





**6.**
            **Reporting
                requirements may delay or preclude any merger or acquisition, which
                may
                adversely affect GlobeTrac’s
                business.**





GlobeTrac
      is required to provide certain information about significant acquisitions
      including audited financial statements of the target business. Obtaining audited
      financial statements are the economic responsibility of the target business.
      The
      additional time and costs that may be incurred by some potential target
      businesses to prepare such financial statements may significantly delay or
      essentially preclude consummation of an otherwise desirable acquisition by
      GlobeTrac. Acquisition prospects that do not have or are unable to obtain the
      required audited statements may not be appropriate for acquisition so long
      as
      the reporting requirements of the Exchange Act are applicable. Notwithstanding
      a
      target business’s agreement to obtain audited financial statements within the
      required time frame, such audited financials may not be available to GlobeTrac
      at the time of effecting a business combination. In cases where audited
      financials are unavailable, GlobeTrac will have to rely upon unaudited
      information that has not been verified by outside auditors in making its
      decision to engage in a transaction with the business entity. This risk
      increases the prospect that a business combination with such a target business
      might prove to be an unfavorable one for GlobeTrac.




***Page
          - 7***





**7.**  **Regulation
      under the Investment Act of 1940 may adversely affect GlobeTrac’s
      business.**





If
      GlobeTrac engages in business combinations that would result in GlobeTrac
      holding passive investment interests in a number of entities, GlobeTrac could
      be
      subject to regulation under the Investment Company Act of 1940. In such event,
      GlobeTrac would be required to register as an investment company and could
      be
      expected to incur significant registration and compliance costs. GlobeTrac
      has
      obtained no formal determination from the Securities and Exchange Commission
      as
      to the status of GlobeTrac under the Investment Company Act of 1940 and,
      consequently, any violation of such Act could subject GlobeTrac to material
      adverse consequences.





**Risks
      associated with GlobeTrac and its subsidiaries:**





**8.**  **GlobeTrac’s
      stock price is volatile.**





The
      stock
      market in general, and the stock prices of GlobeTrac’s Common Stock 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 negotiation
                for or
                acquisition of a target business;


b.
            announcements
                regarding financial developments;


c.
            government
                regulations, including stock option accounting and tax
                regulations;


d.
            acts
                of terrorism and war; or


e.
            rumors
                or allegations regarding GlobeTrac’s financial disclosures or
                practices.





**9.**
            **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
      some stockholders 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 GlobeTrac’s Common Stock, especially if the
      Common Stock continues to be thinly traded.





**10.**
            **GlobeTrac
                may not be able to attract and retain qualified personnel necessary
                for
                the implementation of its 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 attract, retain and motivate qualified personnel. GlobeTrac
      may
      have particular difficulty attracting and retaining key personnel as a Company
      with no or minimal assets and financial sources. 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 locate and acquire a
      target business.





***Page
          - 8***




**11.**
            **Current
                management of GlobeTrac may change and there may be a change in control
                of
                GlobeTrac as a result of the acquisition of a target
                business.**





In
                conjunction with completion of a business acquisition, it is anticipated
                that GlobeTrac will issue an amount of GlobeTrac’s authorized but unissued
                Common Stock that represents the greater majority of the voting power
                and
                equity of GlobeTrac, which will, in all likelihood, result in shareholders
                of a target business obtaining a controlling interest in GlobeTrac.
                As a
                condition of a potential business combination agreement, the current
                shareholders of GlobeTrac may agree to sell or transfer all or a
                portion
                of GlobeTrac’s Common Stock they own so to provide the target business
                with all or majority control. The resulting change in control of
                GlobeTrac
                will likely result in removal of the current officers and directors
                of
                GlobeTrac and a corresponding reduction in or elimination of their
                participation in the future affairs of the
                Company.


**12.**  **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.





**13.**
            **Dilution.**





A
                business combination normally will involve the issuance of a significant
                number of additional shares. Depending upon the value of the assets
                acquired in such business combination, the per share value of GlobeTrac’s
                Common Stock may increase or decrease, perhaps
                significantly.





**14.**  **“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 11 for more details.





**Item
      2.**  **Description
      of Property.**




GlobeTrac
      currently does not have a principal executive office. GlobeTrac’s mailing
      address is 1100 Melville Street, Suite 600, Vancouver, British Columbia, V6E
      4A6, Canada. Other than this mailing address, GlobeTrac does not currently
      maintain any other office facilities, and does not anticipate the need for
      maintaining office facilities at any time in the foreseeable future. GlobeTrac
      pays no rent or other fees for the use of the mailing address as these offices
      are used virtually full-time by other businesses of GlobeTrac’s
      CFO.





It
      is
      likely that GlobeTrac will not establish an office until it has completed a
      business acquisition transaction, but it is not possible to predict what
      arrangements will actually be made with respect to future office
      facilities.





**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.




***Page
          - 9***




**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 for the last two fiscal years and for the interim period ended March
      23,
      2006. The bid information was obtained from Nasdaq.com and OTC Bulletin Board
      and reflects inter-dealer prices, without retail mark-up, mark-down or
      commission, and may not represent actual transactions.




High
                & Low BidsPeriod
                ended
            High
            Low
            Source23
                March 2006
            $0.017
            $0.012
            Pink
                Sheets LLC31
                December 2005
            $0.045
            $0.011
            Pink
                Sheets LLC30
                September 2005
            $0.03
            $0.011
            Pink
                Sheets LLC30
                June 2005
            $0.036
            $0.025
            Pink
                Sheets LLC31
                March 2005
            0.04
            0.025
            Pink
                Sheets LLC31
                December 2004
            0.14
            0.03
            OTC
                Bulletin Board30
                September 2004
            0.28
            0.13
            OTC
                Bulletin Board30
                June 2004
            0.49
            0.20
            OTC
                Bulletin Board31
                March 2004
            $0.51
            $0.29
            OTC
                Bulletin Board





**(b)**  **Holders
      of Record**





There
      are
      approximately 130 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 GlobeTrac’s Board of Directors.





On
      May
      17, 2002, the Board of Directors declared a stock dividend of three shares
      for
      every one share of Common Stock 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
      November 2003, GlobeTrac issued 900,000 units to three investors at an offering
      price of $1.00 per unit. Each unit consists of one restricted share of Common
      Stock and one restricted warrant. Each restricted warrant is convertible into
      one restricted share of Common Stock. The restricted warrant was exercisable
      for
      two years at an exercise price of $1.10 each. The units 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 Regulation S 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.
      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 $900,000.





Also
      in
      November and December 2003, GlobeTrac issued an aggregate $250,000 in
      subscription funds and two Regulation S subscription agreements for a total
      of
      250,000 units at an offering price of $1.00 per unit. Each unit consists of
      one
      restricted share of Common Stock and one restricted warrant. Each restricted
      warrant is convertible into one restricted share of Common Stock. The restricted
      warrant is exercisable for two years at an exercise price of $1.10 each.
      Management is satisfied that the requirements of the exemption from the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      have been fully complied with, which exemption is specified by the provisions
      of
      Section 4(2) of that Act and Regulation S 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. 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 was $250,000.




***Page
          - 10***





There
      are
      no outstanding options or warrants to purchase, or securities convertible into,
      shares of GlobeTrac’s Common Stock, except for the following convertible
      debt:





At
      December 31, 2005 and 2004, GlobeTrac had a note payable in the amount of
      $162,149 plus accrued interest of $25,962 and $12,990 which is convertible
      into
      GlobeTrac common shares at $0.50 per share, at GlobeTrac’s option.





At
      December 31, 2005 and 2004, GlobeTrac had notes payable totaling $511,660 plus
      accrued interest of $81,804 and $40,933 that are convertible into GlobeTrac
      common shares at $0.50 per share, at GlobeTrac’s option.





At
      December 31, 2005 and 2004, GlobeTrac had notes payable totaling $835,940
      plus accrued interest of $125,652 and $42,058 that are convertible into
      GlobeTrac common shares at the option of either the GlobeTrac or the lender
      at
      market price less 20%, with a minimum conversion price of $0.15 per share.





**(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 GlobeTrac’s securities,
      which could severely limit their market price and liquidity of GlobeTrac’s
      securities.





**Item
      6.**  **Management’s
      Discussion and Analysis or Plan of Operation.**





THE
      FOLLOWING IS A DISCUSSION AND ANALYSIS OF OUR CONSOLIDATED FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005. THE
      FOLLOWING SHOULD BE READ IN CONJUNCTION WITH OUR CONSOLIDATED FINANCIAL
      STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE HEREIN.





**Overview**





At
      December 31, 2005, our only source of income is a six percent commission/royalty
      that we receive from WebTech Wireless Inc. (“WebTech”), based on all qualified
      sales of any product or service offered by WebTech. A qualified sale means
      all
      of WebTech’s invoiced sales of products or services to a customer that has
      ordered at least one product or service before November 26, 2005, whether sold
      by WebTech or by a licensee, affiliate or agent of Webtech. A customer is a
      list
      of customers that was provided to WebTech by GlobeTrac. There is no cap on
      the
      royalty receivable and royalties are to be paid by WebTech for 11 years,
      beginning November 1, 2004 and ending October 31, 2015.





Due
      to
      limited operations, we are presently seeking new business
      opportunities.





We
      have
      accumulated a deficit of approximately $4.1 million to date and will require
      additional financing to continue operations and to seek out new business
      opportunities. We plan to mitigate our losses in future years through the
      receipt of the royalty payments from Webtech and locating a viable business.





There
      is
      no assurance that we will be able to obtain additional financing, be successful
      in seeking new business opportunities, receive any royalties from WebTech or
      that we will be able to reduce operating expenses. Our consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.





***Page
          - 11***





**Financial
      Condition**





During
      the year ended December 31, 2005, we had a net loss of $161,025. As of December
      31, 2005, we had a cash balance of $51,756 and accounts receivable of $28,825.
      When these current assets are offset against our current obligations of $115,616
      in accounts payable and accrued liabilities, $1,743,167 in convertible notes
      payable on demand, $16,385 in advances payable, $613,008 in amounts due to
      related parties and a $500,000 note payable to a related party, we are left
      with
      a working capital deficit of $2,907,595.





We
      believe that our cash and cash equivalents as of the date of this filing are
      not
      sufficient to satisfy our working capital needs for the next year.





Over
      the
      next twelve months we plan to seek new business opportunities and collect
      royalty payments from WebTech.





We
      anticipate funding our working capital needs for the next twelve months through
      the royalty payments from WebTech, the equity capital markets, private advances,
      and loans. Although the foregoing actions are expected to cover our anticipated
      cash needs for working capital and capital expenditures for at least the next
      twelve months, no assurance can be given that we will be able collect any
      royalty payments or raise sufficient cash to meet our cash requirements.





We
      plan
      to cover operating costs until such time as a new business opportunity is
      located, by receiving royalty payments from WebTech, raising additional capital
      through the private placement of shares, private advances and loans.





We
      are
      not currently conducting any research and development activities. We do not
      anticipate conducting such activities in the near future. If we enter into
      a new
      business opportunity, we may be required to hire additional employees,
      independent contractors as well as purchase or lease additional
      equipment.





We
      anticipate continuing to rely on equity sales of common shares or the issuance
      of convertible debt to fund our operations and to seek out or enter into new
      business opportunities. The issuance of any additional shares will result in
      dilution to existing shareholders of the Company.





**Related-Party
      Transactions**





Included
      in the $613,008 that is due to related parties at December 31, 2005, is $16,050
      in administrative fees that were accrued in 2005, $414,568 in professional,
      consulting and management fees that were accrued during 2003 and 2004, $27,595
      in advances and $154,795 in interest on the $500,000 note payable to a related
      party. None of the amounts due to related parties bear interest, have any fixed
      terms of repayment or are secured. The $500,000 note payable to a related party
      bears interest at 10%, is unsecured and was payable November 27, 2004. We do
      not
      anticipate paying this note unless we achieve profitable operations, raise
      sufficient working capital, or issue shares for debt to cover this obligation.





**COMPARISON
      OF THE YEARS ENDED DECEMBER 31, 2005 AND 2004**





Overall
      Results of Operations





For
      the
      year ended December 31, 2005, we had a net loss of $161,025 or a $(0.01) net
      loss per share, which was a decrease of $1,202,864 in net loss from our net
      loss
      of $1,363,889 or a $(0.06) net loss per share for the year ended December 31,
      2004. The decrease in net loss for the year ended December 31, 2005 as compared
      to the year ended December 31, 2004 was the result of discontinuing our
      operations in Europe during 2004 coupled with our efforts to reduce operating
      costs during 2005. If we are not successful in acquiring a viable business
      during 2006, we expect our net loss to increase by approximately $60,000 due
      to
      an anticipated increase in our operating costs. We expect our revenue and
      interest costs to remain the same.





Revenues





Our
      revenue increased by $99,096 or 396% from $25,037 for the year ended December
      31, 2004 to $124,133 for the year ended December 31, 2005. All of the revenue
      was the result of a 6% royalty which relates to the Termination and Transfer
      Agreement signed on October 18, 2005. Revenue increased because the 2005
      revenues were for a twelve month period ended December 31, 2005 as opposed
      to a
      two month period ended December 31, 2004. Sales for the ten months ended October
      31, 2004, from the wireless tracking business were reclassified to discontinued
      operations at December 31, 2004. We expect our royalty income to remain the
      same
      during 2006. We do not expect revenue to increase, unless we locate a new
      revenue generating business opportunity.




***Page
          - 12***





Operating
      Expenses





Our
      operating expenses decreased by $517,481 or 85% from $605,725 for the year
      ended
      December 31, 2004 to $88,244 for the year ended December 31, 2005. The decrease
      on operating expenses was due to our commitment to reduce and control our
      operating costs during 2005. We expect our operating costs to increase by
      approximately $60,000, due to higher professional fees in 2006.





Interest
      Expense





Our
      interest expense increased by $69,093 or 57% from $120,676 at December 31,
      2004
      to $189,769 at December 31, 2005, due to an increase of $378,508 in convertible
      notes payable during 2004. We expect interest expense to remain the same during
      2006 unless some of the convertible notes are converted into common shares
      of
      the Company.





**Off-Balance-Sheet
      Arrangements**





We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenue or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors. We do not
      have
      any non-consolidated, special-purpose entities.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2005, we had a cash balance of $51,756 and positive cash flows
      from
      operations of $26,480 for the year then ended. During the year ended December
      31, 2005, we funded our operations through revenue from royalty revenue we
      received from WebTech of $124,133, advances of $13,766 from a related party
      and
      other advances of $16,385. None of the advances bear interest, are secured
      or
      have any fixed terms of repayment.





The
      notes
      to our consolidated financial statements as of December 31, 2005, contain
      footnote disclosure regarding our uncertain ability to continue as a going
      concern. We have not generated sufficient revenues to cover our expenses, and
      we
      have an accumulated deficit of $4,124,249. As of December 31, 2005, we had
      $2,988,176 in current liabilities, when this is offset against our current
      assets of $80,581 we are left with a working capital deficit of $2,907,595
      and
      as such we cannot assure that we will succeed in locating a viable business
      opportunity or achieving a profitable level of operations sufficient to meet
      our
      ongoing cash needs. We have, however, successfully generated sufficient working
      capital and liquidity through royalty revenues and advances of cash until the
      date of this filing, and believe that we can continue to do so for the next
      twelve months.





Below
      is
      a discussion of our sources and uses of funds for the year ended December 31,
      2005.





**Net
      Cash Used In Operating Activities**





Net
      cash
      provided by operating activities during the year ended December 31, 2005 was
      $26,480, this cash was primarily provided by collection of accounts receivable
      of $35,041, an increase in advances payable to a related party of $13,766 and
      increases in accrued interest of $187,437 offset by a net loss of $161,025,
      payment of accounts payable and accrued liabilities of $26,706 and repayment
      of
      advances from a related party of $22,033.





**Net
      Cash Provided By Financing Activities**





We
      received $16,385 in cash advances during the year ended December 31,
      2005.





**Net
      Cash Used In Investing Activities**





We
      did
      not have any investing activities during the year ended December 31, 2005.





**Contingencies
      and Commitments**





We
      had no
      contingencies or long-term commitments at December 31, 2005.




***Page
          - 13***





**CRITICAL
      ACCOUNTING ESTIMATES**





An
      appreciation of our critical accounting policies is necessary to understand
      our
      financial results. These policies may require management to make difficult
      and
      subjective judgments regarding uncertainties, and as a result, such estimates
      may significantly impact our financial results. The precision of these estimates
      and the likelihood of future changes depend on a number of underlying variables
      and a range of possible outcomes. Other than our accounting for our royalty
      revenue, our critical accounting policies do not involve the choice between
      alternative methods of accounting. We applied our critical accounting policies
      and estimation methods consistently.





**Accounts
      Receivable**





At
      December 31, 2005, accounts receivable mainly consists of estimated royalty
      revenue for the months of November and December 2005. Our estimate was based
      on
      payments received subsequent to December 31, 2005.





**Revenue
      Recognition**





We
      recognized our royalty revenue when it was received and accrue for royalty
      revenues that we believe to be reasonably collectable.





**Contractual
      Obligations**





The
      following table provides a summary of our debt obligation as of December 31,
      2005. We have not included repayment of our convertible notes payable because
      these notes are repayable on demand and we do not know when or if payment will
      be demanded.





Contractual
      Payment Due by Period


2006





Note
      Payable to Related Party    $654,795




**Internal
      and External Sources of Liquidity**





We
      have
      funded our operations principally from royalty revenue and advances from related
      and other parties.





**Inflation**





We
      do not
      believe that inflation will have a material impact on our 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 “plan”, “expect”, “aim”, “believe”,
“project”, “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
      our royalty revenue, about locating a viable business, about expenditures and
      about financial results are forward-looking statements.





All
      forward-looking statements are made as of the date of filing of this Form 10-KSB
      and we disclaim 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 managements
      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 our royalty revenue; changes in business direction including locating
      or acquiring a viable business. 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, our
      outcome may vary substantially from our anticipated or projected results, and
      accordingly, we express no opinion on the achievability of those forward-looking
      statements and give no assurance that any of the assumptions relating to the
      forward-looking statements are accurate.




***Page
          - 14***





We
      may,
      from time to time, make oral forward-looking statements. We strongly advise
      you
      to read the foregoing paragraphs and the risk factors described in this annual
      report and in our other documents filed with the United States Securities and
      Exchange Commission for a description of certain factors that could cause our
      actual results to differ materially from those in the oral forward-looking
      statements. We disclaim any intention or obligation to update or revise any
      oral
      or written forward-looking statements whether as a result of new information,
      future events or otherwise.





**Item
      7.**  **Financial
      Statements**





See
      audited financial statements for the period ended December 31, 2005 and 2004
      attached as Exhibit A to this Form 10-KSB.





**Item
      8.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





GlobeTrac’s principal
      independent accountant since February 21, 2006 to the current date is Mendoza
      Berger & Company, L.L.P. ,
      5500
      Trabuco Road, Suite 150, Irvine California, 92820.





Effective
      February 21, 2006, GlobeTrac’s board of directors approved a change in
      GlobeTrac’s independent auditors. None of the reports of Hall & Company,
      Certified Public Accountants Inc. on the financial statements of GlobeTrac’s for
      the fiscal years ended December 31, 2004 and 2003 contained any adverse opinion
      or disclaimer of opinion, or was qualified or modified as to uncertainty, audit
      scope or accounting principles. Although audited statements prepared by Hall
      & Company, Certified Public Accountants Inc. contained a going concern
      qualification, such financial statements did not contain any adjustments for
      uncertainties stated therein, nor have there been at any time, disagreements
      between GlobeTrac and Hall & Company, Certified Public Accountants Inc. on
      any matter of accounting principles or practices, financial statement disclosure
      or auditing scope or procedure.





GlobeTrac
      retained the accounting firm of Mendoza Berger & Company, L.L.P. , to
      serve
      as its independent accountants to audit its financial statements beginning
      with
      the year ended December 31, 2005. This engagement became effective February
      21,
      2006. Prior to its engagement as GlobeTrac’s independent auditors, Mendoza
      Berger & Company, L.L.P. , had
      not
      been consulted by GlobeTrac either with respect to the application of accounting
      principles to a specific transaction or the type of audit opinion that might
      be
      rendered on GlobeTrac’s financial statements or on any other matter that was the
      subject of any prior disagreement between GlobeTrac and its previous certifying
      accountants.





GlobeTrac
      elected to remain with its current audit engagement partner, who changed
      independent registered public accounting firms. Management is pleased with
      the
      audit engagement partner’s past services and thinks the audit engagement
      partner’s familiarity with GlobeTrac’s activities from inception merited the
      transition to the new firm.





**Item
      8A.**  **Controls
      and Procedures.**





**Disclosure
      Controls and Procedures**





John
      daCosta, GlobeTrac’s Chief Executive Officer and Chief Financial Officer, has
      evaluated the effectiveness of GlobeTrac’s disclosure controls and procedures
      (as such term is defined in Rules 13a-15 and 15d-15 under the Securities
      Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered
      by this annual report (the “Evaluation Date”). Based on such evaluation, Mr.
      daCosta has concluded that, as of the Evaluation Date, GlobeTrac’s disclosure
      controls and procedures are effective in alerting GlobeTrac on a timely basis
      to
      material information required to be included in its reports filed or submitted
      under the Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      GlobeTrac’s internal controls or, to GlobeTrac’s knowledge, in other factors
      that have materially affected, or are reasonably likely to materially affect,
      these controls and procedures subsequent to the date GlobeTrac carried out
      this
      evaluation.





***Page
          - 15***





**Item
      8B. Other Information**





During
      the fourth quarter of the fiscal year covered by this Form 10-KSB, GlobeTrac
      reported all information that was required to be disclosed in a report on Form
      8-K.





**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**CompaniesOfficer’s
                Name
            **GlobeTrac
                Inc.**
            **Global
                Axxess****(1)**
            **Globetrac
                Limited**David
                Patriquin
            Director
            n/a
            n/aJohn
                daCosta
            Chief
                Executive Officer, President, Chief Financial Officer,
              Treasurer,
                Corporate Secretary
            Director
            Director,
                Chief Financial Officer,
              Treasurer,
                Corporate SecretaryJim
                Pratt
            N/A
            Director,
                Corporate Secretary
            Director,
                Chief Executive Officer, President




**(1)** The
      corporate laws governing this company do not require the appointment of
      officers, with the exception of a corporate secretary. The residency requirement
      of the corporate law of Ireland requires that a resident of Ireland be appointed
      the corporate secretary. Since the resignation of Mr Duncan in 2005 Global
      Axxess does not have a resident of Ireland on its board. Directors perform
      all
      management duties of this company.





*David
      Patriquin* ●
Mr.
      Patriquin (63) **** 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 24 years and a real estate investment company
      for the past 29 years.





*John
      daCosta* ●
Mr.
      daCosta (41) **** has
      been
      the CFO of GlobeTrac since May 2002 and the CEO and President of GlobeTrac
      since
      February 2006. 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.





*Jim
      Pratt* ●
Mr.
      Pratt (57) **** Mr.
      Pratt
      has been a director of Global Axxess since August 2002. Mr. Pratt has been
      a
      director, President/CEO of Globetrac Limited since August 27, 2002 and
      President/CEO of Globetrac Inc from August 27, 2002 to February 1, 2006. Mr.
      Pratt is the former Chairman of the globally renowned, GSM Association, former
      CEO of Peoples Phone in Hong Kong and a Managing with Telstra. Mr. Pratt has
      more than thirty years international management experience in the Asia-Pacific
      telecommunications industry. Former Board positions Chairman GSM Association
      -
      London, Chairman Mobitel - Sri Lanka (Telstra J V), Director Brek Energy,
      Director Telstra Holdings (Bermuda) No. 2 Ltd. Current board positions: Director
      eServ Global - Sydney (ASX/AIM).





**(b)**  **Identify
      Significant Employees**





GlobeTrac
      does not have any significant employees.





**(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.





***Page
          - 16***





**(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)**  **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
      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.





**(f)**  **Audit
      Committee Financial Expert**





GlobeTrac
      has no financial expert. Management believes the cost related to retaining
      a
      financial expert at this time is prohibitive.





**(g)**  **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. GlobeTrac undertakes to provide any person with a copy of
      its
      code of ethics free of charge. Please contact Peter Forward at 1-800-648-4287
      to
      request a copy of GlobeTrac’s code of ethics. Management believes GlobeTrac’s
      code of ethics is reasonably designed to deter wrongdoing and promote honest
      and
      ethical conduct; provide full, fair, accurate, timely and understandable
      disclosure in public reports; comply with applicable laws; ensure prompt
      internal reporting of code violations; and provide accountability for adherence
      to the code.


***Page
          - 17***





**Item
      10. Executive Compensation.**





GlobeTrac
      has paid $16,050 in compensation to its named executive officers during its
      2005
      fiscal year.





**SUMMARY
      COMPENSATION TABLE**





Long-term
                compensation***Annual
                compensation***
            ***Awards***
            **Payouts**Name
                and principal position
              (a)
            Year
              (b)
            Salary
              ($)
              (c)
            Bonus
              ($)
              (d)
            Other
                annual compen-sation
              ($)
              (e)
            Restricted
                stock awards
              ($)
              (f)
            Securities
                underlying options/
              SARs
              (#)
              (g)
            LTIP
                Pay-
              outs
              ($)
              (h)
            All
                other compen-sation
              ($)
              (i)John
                daCosta
              CEO(1)
              Feb
                2006 - present
              CFO
              May
                2002-Present
            2003
              2004
              2005
            24,000
              30,000
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            80,000(5)
              200,000(5)
              16,050(5)Jim
                Pratt, CEO
              Sept
                2002 -Feb 2006
            2003
              2004
              2005
            270,829
              208,330(7)
              nil
            nil
              nil
              nil
            21,074(2)
              20,693(2)
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nilColin
                Albert, COO
              June
                2003 - Oct 2004
            2003
              2004
              2005
            61,618
              136,717
              nil
            nil
              nil
              nil
            10,735(4)
              24,560(3)
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nilLloyd
                Crook, CTO
              July
                2003 - Oct 2004
            2003
              2004
              2005
            38,259
              nil
              nil
            nil
              nil
              nil
            3,697(6)
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              nil
              nil
            nil
              110,715(6)
              nil


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


(2) Paid or
      accrued to Jim Pratt for house rent and car allowance.


(3) Paid or
      accrued to Colin Albert for termination payments and in national insurance
      benefits.


(4) Paid or
      accrued to Colin Albert for national insurance benefits and car
      allowance.


(5) Paid or
      accrued to DaCosta Management Corp., which John daCosta is the sole director
      and
      shareholder, for administrative and accounting services.


(6) Paid or
      accrued to FormFin, a company wholly owned by Lloyd Crook, for consulting fees,
      car allowance and national insurance benefits.


(7) Jim
      Pratt is owed 239,050 in back salary





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.


***Page
          - 18***





**Item
      11. Security Ownership of Certain Beneficial Holders and
      Management.**





(a)  **Security
      Ownership of Certain Beneficial Owners (more than 5%)**





**(1)**
              **Title
                of Class**
            **(2)**
              **Name
                and Address of Beneficial Owner**
            **(3)**
              **Amount
                and Nature of**
              **Beneficial
                Owner**[1]
            **(4)**
              **Percent**
              **of
                Class**[2]Common
                Stock
            Jim
                Pratt
              32
                Greenwich Road, Greenwich
              Sydney,
                NSW 2065 Australia
            3,500,000
            15.8%Common
                Stock
            Gregory
                M. Pek
              19/F,
                80 Gloucester Road
              Wanchai,
                Hong Kong
            4,000,000
            18.1%


[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] Based
      on
      22,190,000 shares of Common Stock issued and outstanding as of March 27,
      2006.




**(b)**  **Security
      Ownership of Management**







**(1)**
              **Title
                of Class**
            **(2)**
              **Name
                and Address of Beneficial Owner**
            **(3)**
              **Amount
                and Nature of Beneficial Owner**
            **(4)**
              **Percent**
              **of
                Class**[1]Common
                Stock
            David
                Patriquin
              3438
                Shuswap Road
              Kamloops,
                BC V2H 1T2
            1,015,000[2]
            4.6%Common
                Stock
            John
                daCosta
              600
                - 1100 Melville Street
              Vancouver,
                BC V6E 4A6
            0
            0%Common
                Stock
            Jim
                Pratt
              32
                Greenwich Road, Greenwich
              Sydney,
                NSW 2065 Australia
            3,500,000
            15.8%Common
                Stock
            Directors
                and Executive Officers (as a group)
            4,515,000
            20.4%


[1] Based
      on
      22,190,000 shares of Common Stock issued and outstanding as of March 27,
      2006.


[2] This
      number includes 320,000 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. All
      outstanding interest and principal was due and payable 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.





***Page
          - 19***





**(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.





**Item
      13. Exhibits and Reports on Form 8-K.**





**(a)**  **Index
      to and Description of Exhibits.**





**Exhibit**
            **Description**
            **Status****Exhibit
                A**
            Audited
                Financial Statements for the period ended December 31,
                2005.
            Included**3.1**
            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**3.2**
            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**3.3**
            Certificate
                of Amendment to Articles of Incorporation changing the Issuer’s name to
                GlobeTrac Inc. filed as an exhibit to GlobeTrac’s Form 10-KSB filed on
                April 15, 2003, and incorporated herein by reference.
            Filed**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,
                filed as
                an exhibit to GlobeTrac’s Form 10-KSB filed on April 15, 2003, and
                incorporated herein by reference.
            Filed**10.3**
            Amendment
                Letter Agreement dated June 4, 2003, between WebTech Wireless
                International Inc. and Globetrac Limited for the purpose of amending
                terms
                of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s
                Form 10-KSB filed on April 7, 2004, and incorporated herein by
                reference.
            Filed**10.4**
            Amendment
                Letter Agreement dated March 8, 2004 between WebTech Wireless
                International Inc. and Globetrac Limited for the purpose of amending
                terms
                of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s
                Form 10-KSB filed on April 7, 2004, and incorporated herein by
                reference.
            Filed**10.5**
            Letter
                Agreement dated November 26, 2004, among Global Axxess Corporation
                Limited, WebTech Wireless International and WebTech Wireless Inc.
                filed as
                an exhibit to GlobeTrac’s Form 8-K filed on December 22, 2004, and
                incorporated herein by reference.
            Filed**10.6**
            Termination
                and Transfer Agreement dated for reference November 1, 2004, among
                Global
                Axxess Corporation Limited, WebTech Wireless International and WebTech
                Wireless Inc. filed as an exhibit to GlobeTrac’s Form 8-K filed on
                November 14, 2005, and incorporated herein by reference.
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included**99.1**
            Code
                of Ethics filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April
                15, 2003, and incorporated herein by reference.
            Filed





***Page
          - 20***





**Item
      14.   Principal Accounting Fees and Services**




**(1)
        Audit Fees**




The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the principal accountant for GlobeTrac’s audit of annual
      financial statements and for review of financial statements included in
      GlobeTrac’s Form 10-QSB’s or services that are normally provided by the
      accountant in connection with statutory and regulatory filings or engagements
      for those fiscal years was:





2005
      -
      $8,000 - Mendoza Berger & Company, L.L.P


2004
      - $0
      - Mendoza Berger & Company, L.L.P





2005
      -
      $21,496- Hall & Company, Certified Public Accountants Inc.


2004
      -
      $42,648 - Hall & Company, Certified Public Accountants Inc.





2005
      - $0
      - Westbury Accountants and Business Advisers


2004
      -
      $7,666 - Westbury Accountants and Business Advisers





**(2)
        Audit-Related Fees**





The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountants that are reasonably related to
      the
      performance of the audit or review of GlobeTrac’s financial statements and are
      not reported in the preceding paragraph:





2005
      - $0
      - Mendoza
      Berger & Company, L.L.P


2004
      - $0
      - Mendoza
      Berger & Company, L.L.P





2005
      - $0
      - Hall & Company, Certified Public Accountants Inc.


2004
      - $0
      - Hall & Company, Certified Public Accountants Inc.





2005
      - $0
      - Westbury Accountants and Business Advisers


2004
      - $0
      - Westbury Accountants and Business Advisers





**(3)
        Tax Fees**





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advice,
      and tax planning was:





2005
      -
      $2,000 - Mendoza
      Berger & Company, L.L.P


2004
      - $0
      - Mendoza
      Berger & Company, L.L.P





2005
      - $0
      - Hall & Company, Certified Public Accountants Inc.


2004
      -
      $4,600 - Hall & Company, Certified Public Accountants Inc.





2005
      - $0
      - Westbury Accountants and Business Advisers


2004
      -
      $2,000 - Westbury Accountants and Business Advisers





**(4)
        All Other Fees**





The
      aggregate fees billed in each of the last two fiscal years for the products
      and
      services provided by the principal accountant, other than the services reported
      in paragraphs (1), (2), and (3) was:





2005
      - $0
      - Mendoza
      Berger & Company, L.L.P


2004
      - $0
      - Mendoza
      Berger & Company, L.L.P





2005
      - $0
      - Hall & Company, Certified Public Accountants Inc.


2004
      - $0
      - Hall & Company, Certified Public Accountants Inc.





2005
      - $0
      - Westbury Accountants and Business Advisers


2004
      - $0
      - Westbury Accountants and Business Advisers




***Page
          - 21***





(6)
        The percentage of hours expended on the principal accountant’s engagement
      to audit GlobeTrac’s financial statements for the most recent fiscal year that
      were attributed to work performed by persons other than the principal
      accountant’s full time, permanent employees was nil %.











**SIGNATURES**





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





**GLOBETRAC
      INC.**






By:
      */s/ John daCosta*      ******


Name:  **John
      daCosta**


Title **:**  **CEO
      and CFO**


Dated:  **March
      28, 2006**








Pursuant
      to the requirements of the Securities Exchange Act of 1934, the following
      persons on behalf of GlobeTrac Inc. and in the capacities and on the dates
      indicated have signed this report below.





**Signature**
            **Title**
            **Date***/s/
                David Patriquin*
            Member
                of the Board of Directors
            March
                28, 2006*/s/
                John daCosta*
            President,
                Chief Executive Officer,
              Chief
                Financial Officer,
              Corporate
                Secretary, Treasurer
            March
                28, 2006





***Page
          - 22***










**Exhibit
      31**













***Page
          - 23***




**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      March 28, 2006




*/s/
      John daCosta* **


John
      daCosta


Chief
      Executive Officer







***Page
          - 24***




**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      March 28, 2006






*/s/
      John daCosta* **


John
      daCosta


Chief
      Financial Officer







***Page
          - 25***















**Exhibit
      32**













***Page
          - 26***




**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, 2005 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, John daCosta,
      President and Chief Executive Officer of GlobeTrac, 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
      Executive Officer






March
      28,
      2006




***Page
          - 27***




**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, 2005 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






March
      28,
      2006






***Page
          - 28***







**Exhibit
        A**




***Page
          - 29***











**GLOBETRAC
      INC.**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**AS
      AT DECEMBER 31, 2005 and 2004**


**AND
      FOR THE YEARS ENDED DECEMBER 31, 2005 and 2004**













***Page
          - 30***








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM





CONSOLIDATED
      BALANCE SHEETS





CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS





CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT AND
      COMPREHENSIVE INCOME





CONSOLIDATED
      STATEMENTS OF CASH FLOWS





NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS





***Page
          - 31***




**Mendoza
      Berger & Company, LLP**  
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM
 
 
 To
        the
        Board of Directors
 Globetrac,
        Inc.
 
 We
        have
        audited the accompanying consolidated balance sheet of Globetrac, Inc., as
        of
        December 31, 2005 and the related consolidated statements of operations and
        comprehensive loss, changes in stockholders’ deficit 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 consolidated financial statements of
        Globetrac, Inc., as of December 31, 2004 were audited by other auditors,
        whose
        report dated April 14, 2005, on those statements included an explanatory
        paragraph that described the uncertainty of the Company’s ability to continue as
        a going concern discussed in Note 10 to the financial
        statements.
 
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. 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 consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Globetrac, Inc. as of
        December 31, 2005 and the 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.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 10 to
        the
        consolidated financial statements, the Company has suffered recurring losses
        from operations and a net capital deficiency that raise substantial doubt
        about
        its ability to continue as a going concern. Management's plans in regard
        to
        these matters are also described in Note 10. The consolidated financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 Mendoza
        Berger & Company, LLP










***Page
          - 32***




16140
        SAND CANYON AVE., SUITE 100
 IRVINE,
        CALIFORNIA 92618
 **H** **ALL** **&** **C** **OMPANY** **** *Certified
        Public Accountants, Inc* *.*  (949)
        910-HALL (4255)
 TAX,
        FINANCIAL AND MANAGEMENT CONSULTING SERVICES  FAX
        (949)
        910-4256
 
 
 **Report
        of Independent Registered Public Accounting Firm**
 
 
 April
        14,
        2005
 
 To
        the
        Board of Directors and Stockholders of
 GlobeTrac
        Inc.
 
 
 We
        have
        audited the accompanying consolidated balance sheets of GlobeTrac Inc. of
        December 31, 2004 and 2003, and the related consolidated statements of
        operations, changes in stockholders’ deficit, and cash flows for the years 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 audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. 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 audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of GlobeTrac Inc. as of
        December 31, 2004 and 2003, and the results of its operations and its cash
        flows
        for the years then ended in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 10 to
        the
        consolidated financial statements, the Company has suffered recurring losses
        from operations and a net capital deficiency that raise substantial doubt
        about
        its ability to continue as a going concern. Management's plans in regard
        to
        these matters are also described in Note 10. The consolidated financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
  HALL
        & COMPANY












***Page
          - 33***


**GLOBETRAC
                    INC.****CONSOLIDATED
                    BALANCE SHEETS****As
                    at December 31, 2005 and
                    2004**
  **2005**
                
                
                **2004****ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                51,756
                
                $
                1,342Accounts
                    receivableNet
                    of allowance for doubtful accounts of $999 and $nil
                
                
                28,825
                
                
                63,866**TOTAL
                    ASSETS**
                
                $
                80,581
                
                $
                65,208**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued liabilities
                
                $
                115,616
                
                $
                142,322Convertible
                    notes payable on demand
                
                
                1,743,167
                
                
                1,605,730Advances
                    payable
                
                
                16,385
                
                
                -Due
                    to related parties
                
                
                613,008
                
                
                571,275Note
                    payable to related party
                
                
                500,000
                
                
                500,0002,988,176
                
                
                2,819,327Commitment
                    and Contingencies**STOCKHOLDERS'
                    DEFICIT**Share
                    capitalAuthorized200,000,000
                    common shares, $0.001 par value5,000,000
                    preferred shares, $0.001 par valueIssued,
                    outstanding and subscribed:22,190,000
                    common shares
                
                
                22,190
                
                
                22,190Additional
                    paid in capital
                
                
                1,167,085
                
                
                1,167,085Accumulated
                    deficit
                
                
                (4,124,249
                )
                
                (3,963,224
                )Other
                    comprehensive income:Foreign
                    currency translation adjustment
                
                
                27,379
                
                
                19,830**Total
                    Stockholders' Deficit**
                
                
                (2,907,595
                )
                
                (2,754,119
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT**
                
                $
                80,581
                
                $
                65,208
  The
        accompanying notes are an integral part of these consolidated financial
        statements


***Page
          - 34***




**GLOBETRAC
                    INC.****CONSOLIDATED
                    STATEMENTS OF OPERATIONS AND COMPREHENSIVE
                    INCOME****FOR
                    THE YEARS ENDED DECEMBER 31, 2005 and
                    2004**
  **2005**
                
                
                **2004****REVENUE**
                
                $
                124,133
                
                $
                25,037**OPERATING
                    EXPENSES**Administrative
                    expenses
                
                
                77,111
                
                
                595,179Selling
                    expenses
                
                
                11,133
                
                
                10,546Total
                    Operating Expenses
                
                
                88,244
                
                
                605,725Income
                    (loss) from operations
                
                
                35,889
                
                
                (580,688
                )**OTHER
                    EXPENSES**Foreign
                    exchange transaction losses
                
                
                (6,345
                )
                
                (896
                )Interest
                    expense
                
                
                (189,769
                )
                
                (120,676
                )Total
                    Other Expenses
                
                
                (196,114
                )
                
                (121,572
                )**Net
                    loss for the year before tax provision****and
                    discontinued operations**
                
                
                (160,225
                )
                
                (702,260
                )Provision
                    for income tax
                
                
                (800
                )
                
                (800
                )Net
                    loss for the year before discontinued operations
                
                
                (161,025
                )
                
                (703,060
                )**DISCONTINUED
                    OPERATIONS**Loss
                    on disposal of business
                
                
                -
                
                
                (84,512
                )Loss
                    from discontinued operations
                
                
                -
                
                
                (576,317
                )-
                
                
                (660,829
                )**NET
                    LOSS FOR THE YEAR**
                
                $
                (161,025
                )
                $
                (1,363,889
                )**OTHER
                    COMPREHENSIVE INCOME (LOSS)**Foreign
                    currency translation adjustments
                
                
                7,549
                
                
                (2,906
                )**COMPREHENSIVE
                    LOSS**
                
                $
                (153,476
                )
                $
                (1,366,795
                )**Basic
                    and diluted loss per share:**Continuing
                    operations
                
                $
                (0.01
                )
                $
                (0.03
                )Discontinued
                    operations
                
                
                -
                
                
                (0.03
                )$
                (0.01
                )
                $
                (0.06
                )**WEIGHTED
                    AVERAGE****SHARES
                    OUTSTANDING**
                
                
                22,190,000
                
                
                22,190,000
  The
        accompanying notes are an integral part of these consolidated financial
        statements


***Page
          - 35***




**GLOBETRAC
                    INC.****CONSOLIDATED
                    STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT AND COMPREHENSIVE
                    LOSS****FOR
                    THE YEARS ENDED DECEMBER 31, 2005 AND
                    2004**
  **Common
                    Stock Issued**
                
                **Common
                    Stock****Subscribed**
                
                
                
                
                **Accumulated****Additional**
                
                
                
                
                
                
                
                
                
                
                
                **Other****Number
                    of**
                
                
                
                
                **Paid-in**
                
                **Number
                  of**
                
                
                
                
                **Accumulated**
                
                
                **Comprehensive****Shares**
                
                
                **Amount**
                
                
                **Capital**
                
                
                **Shares**
                
                
                **Amount**
                
                
                **Deficit**
                
                
                **Income**
                
                
                **Total****Balance,
                    January 1, 2004**
                
                
                **21,940,000**
                
                **$**
                **21,940**
                
                **$**
                **917,335**
                
                
                **250,000**
                
                **$**
                **250,000**
                
                **$**
                **(2,599,335**
                **)**
                **$**
                **22,736**
                
                **$**
                **(1,387,324**
                **)**Reg
                    S, Private Placement, shares issuedfor
                    cash, June 9, 2004
                
                
                250,000
                
                
                250
                
                
                249,750
                
                
                (250,000
                )
                
                (250,000
                )
                
                **-**
                
                
                **-**
                
                
                **-**Net
                    loss for the year endedDecember
                    31, 2004
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,363,889
                )
                
                -
                
                
                (1,363,889
                )Foreign
                    currency translation adjustments
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,906
                )
                
                (2,906
                )**Balance,
                    December 31, 2004**
                
                
                **22,190,000**
                
                
                **22,190**
                
                
                **1,167,085**
                
                
                **-**
                
                
                **-**
                
                
                **(3,963,224**
                **)**
                
                **19,830**
                
                
                **(2,754,119**
                **)**Net
                    loss for the year endedDecember
                    31, 2005
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (161,025
                )
                
                -
                
                
                (161,025
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                7,549
                
                
                7,549**Balance,
                    December 31, 2005**
                
                
                **22,190,000**
                
                **$**
                **22,190**
                
                **$**
                **1,167,085**
                
                
                **-**
                
                **$**
                **-**
                
                **$**
                **(4,124,249**
                **)**
                **$**
                **27,379**
                
                **$**
                **(2,907,595**
                **)**
  The
        accompanying notes are an integral part of these consolidated financial
        statements


***Page
          - 36***




**GLOBETRAC
                    INC.****CONSOLIDATED
                    STATEMENTS OF CASH
                    FLOWS****For
                    the Years Ended December 31, 2005 and 2004**
  **2005**
                
                
                **2004****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    loss for the year
                
                $
                (161,025
                )
                $
                (1,363,889
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activities:Depreciation
                
                
                -
                
                
                2,396Loss
                    on sale of fixed assets
                
                
                -
                
                
                6,939Change
                    in operating assets and liabilities:Decrease(increase)
                    in accounts receivable
                
                
                35,041
                
                
                (1,110
                )Decrease
                    in inventory
                
                
                -
                
                
                378,713Decrease
                    in prepaids
                
                
                -
                
                
                19,145(Decrease)increase
                    in accounts payable and accrued liabilities
                
                
                (26,706
                )
                
                59,425Increase
                    in accrued interest payable to related party
                
                
                50,000
                
                
                50,000(Decrease)increase
                    in amounts due to related parties
                
                
                (8,267
                )
                
                361,272Increase
                    in accrued interest payable on convertible notes
                
                
                137,437
                
                
                95,981**NET
                    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES**
                
                
                26,480
                
                
                (391,128
                )**NET
                    CASH USED IN INVESTING ACTIVITIES**Purchase
                    of fixed assets
                
                
                -
                
                
                (2,208
                )**NET
                    CASH USED IN INVESTING ACTIVITIES**
                
                
                -
                
                
                (2,208
                )**CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES**Increase(decrease)
                    in advances payable
                
                
                16,385
                
                
                (2,141
                )Increase
                    in convertible notes payable
                
                
                -
                
                
                390,915**CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES**
                
                
                16,385
                
                
                388,774Effect
                    of exchange rate changes on cash
                
                
                7,549
                
                
                (2,906
                )**INCREASE
                    (DECREASE) IN CASH**
                
                
                **50,414**
                
                
                **(7,468**
                **)****CASH,
                    BEGINNING OF PERIOD**
                
                
                1,342
                
                
                8,810**CASH,
                    END OF PERIOD**
                
                **$**
                **51,756**
                
                **$**
                **1,342**Supplemental
                    disclosure of cash flow information:Cash
                    paid during the period for:Income
                    taxes
                
                $
                800
                
                $
                800Interest
                
                $
                -
                
                $
                -Non-cash
                    financing transactions:Conversion
                    of accrued interest payable to convertible notes payable
                
                $
                -
                
                $
                66,521Conversion
                    of advances payable to convertible notes payable
                
                $
                -
                
                $
                378,508


The
        accompanying notes are an integral part of these consolidated financial
        statements








***Page
          - 37***




**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      1 - ORGANIZATION AND NATURE OF OPERATIONS**





**Nature
      of Operations**


GlobeTrac
      Inc. (the “Company”) was incorporated in the state of Delaware on March 2, 2000
      as 411 Place.com Inc. On February 28, 2001, the Company changed its name to
      Artescope, Inc. and on July 29, 2002 changed its name to GlobeTrac Inc. The
      Company’s principal executive offices are headquartered in Canada. On August 27,
      2002 the Company acquired 100% of the shares of Global Axxess Corporation
      Limited (“Global Axxess”), a company incorporated in Ireland. Global Axxess owns
      100% of the issued and outstanding shares of Globetrac Limited, a company
      incorporated in the United Kingdom.





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.





The
      Company was in the business of selling, marketing, distributing and installing
      global wireless tracking and telematics equipment in Europe until November
      1,
      2004 when they exchanged certain of their assets and certain liabilities in
      Globetrac Limited and their rights to the global wireless tracking and
      telematics business in Europe for a six percent royalty on gross sales of all
      existing and qualified potential customers that the Company has in Europe.
      As a
      result of terminating its operations in Europe, the Company is seeking new
      business opportunities.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of Consolidation**


The
      consolidated financial statements include the accounts of the Company and the
      consolidated accounts of 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 sheets 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, 2005 and 2004, the
      Company had no cash equivalents.





**Accounts
      Receivable**


Receivables
      represent valid claims against debtors for sales or royalties 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
      collectibility of all past due accounts.





**Revenue
      Recognition**


Royalty
      revenue is recognized when it is received or when the royalty income is
      determinable and collectability is reasonably assured.





***Page
          - 38***





**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**










**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**





**Concentration
      of Credit Risk**


Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist primarily of cash and 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 accounts
      receivable primarily consists of royalty income from one source. The Company
      routinely assesses the financial strength of its source of revenue income and
      as
      a consequence, concentration of credit risk is limited.





**Fair
      Value of Financial Instruments**


The
      carrying values reflected in the consolidated balance sheets for cash, accounts
      receivable, accounts payable and accrued liabilities, advances payable and
      convertible debt 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.





**Stock-Based
      Compensation**


In
      December 2004, the Financial
      Accounting Standards Board (“ FASB”)
      issued SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), which is a
      revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R)
      is effective for public companies for the first fiscal year beginning after
      June
      15, 2005, supersedes Accounting Principles Board Opinion No. 25 (“APB 25”),
      Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of
      Cash
      Flows. SFAS 123(R) eliminates the option to use APB 25’s intrinsic value method
      of accounting and requires recording expense for stock compensation based on
      a
      fair value based method.





On
      July
      1, 2005, the Company adopted the “modified prospective method” which requires
      the Company to recognize compensation costs, for all share-based payments
      granted, modified or settled, in financial statements issued subsequent to
      July
      1, 2005, as well as for any awards that were granted prior to the adoption
      date
      for which the required service has not yet been performed. The adoption of
      SFAS
      123(R) did not have a material effect on the Company’s financial condition or
      results of operations subsequent to July 1, 2005, because the Company did not
      have any awards that were granted prior to the adoption date for which the
      required service have not yet been performed and the Company did not enter
      into
      any share-based transactions between July 1, 2005 and December 31,
      2005.





Prior
      to
      July 1, 2005, the Company accounted for its stock-based compensation using
      APB
      25 and related interpretations. Under APB 25, compensation expense was
      recognized for stock options with an exercise price that was less than the
      market price on the grant date of the option. For stock options with exercise
      prices at or above the market value of the stock on the grant date, the Company
      adopted the disclosure-only provisions of Statement of Financial Accounting
      Standards No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”) for the
      stock options granted to the employees and directors of the Company.
      Accordingly, no compensation cost was recognized for these options prior to
      June
      30, 2005.





***Page
          - 39***


**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**





**Basic
      and Diluted Net Loss Per Common 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 convertible debt, stock options and warrants) to issue common stock were
      exercised or converted into common stock. The Company had no outstanding options
      or warrants at December 31, 2005. The convertible debt has no specific date
      for
      conversion and the Company is not sure if or when it will be converted. The
      Company’s common stock equivalents had no effect on diluted loss per share
      because potential common shares are excluded from the diluted loss per share
      computation in net loss periods as their effect would be anti-dilutive.





**Segment
      Reporting**


The
      Company is centrally managed, has limited operations and operates in one
      business segment.





**Foreign
      Currency**


The
      financial statements of the Company’s English and Irish subsidiaries are
      measured using the British Pound and the Euro as the functional currencies.
      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 stockholders’ equity. Foreign
      currency transaction gains and losses are included in consolidated net income.





**Comprehensive
      Income**


Comprehensive
      income reflects 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.





**Discontinued
      Operations**


SFAS
      No.
      146 requires that a liability for a cost associated with an exit or disposal
      activity be recognized and measured initially at fair value only when the
      liability is incurred, not when it is planned. The Company’s termination of
      their global wireless tracking and telematics equipment business in Europe
      during November of 2004 caused the Company to reclassify and disclose separately
      the costs associated with the disposal on the statement of operations and
      comprehensive income for the year ended December 31, 2004.





**New
      Accounting Pronouncements**




In
      November 2004, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 151, “Inventory Costs - an amendment of ARB No. 43, Chapter 4” in an
      effort to unite the United States accounting standards for inventories with
      International Accounting Standards leading to consistent application of certain
      accounting requirements. SFAS 151 addresses accounting for abnormal amounts
      of
      freight, handling costs, idle facility expense and spoilage (wasted material)
      and requires that these costs be recognized as current period expenses.
      Previously, these costs had to be categorized as “so abnormal as to require
      treatment as current period charges.” In addition, allocation of fixed
      production overheads to the costs of conversion must be based on the normal
      capacity of the production facilities. SFAS 151 will be effective for fiscal
      years beginning after June 15, 2005. The
      adoption of SFAS No. 151 did not have a material effect on the Company’s operating
      results, financial position or cash flows.





***Page
          - 40***





**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**





**New
      Accounting Pronouncements, continued**


In
      December 2004, the FASB issued SFAS 153 “Exchanges of Non-monetary Assets - an
      amendment of APB Opinion No. 29.” This statement requires that non-monetary
      exchanges must be recorded at fair value and the appropriate gain or loss must
      be recognized so long as the fair value is determinable and the transaction
      has
      commercial substance. According to this statement, companies can no longer
      use
      the “similar productive assets” concept to account for non-monetary exchanges at
      book value with no gain or loss being recognized. SFAS 153 will be effective
      for
      fiscal periods beginning after June 15, 2005. The
      adoption of SFAS No. 153 did not have a material effect on the Company’s operating
      results, financial position or cash flows.





In
      May
      2005, the FASB issued SFAS No. 154 (“SFAS 154”), Accounting Changes and Error
      Corrections. This statement, which replaces APB Opinion No. 20, Accounting
      Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
      Financial Statements, requires that a voluntary change in accounting principle
      be applied retrospectively to all prior period financial statements presented,
      unless it is impracticable to do so. SFAS 154 also provides that a change in
      method of depreciating or amortizing a long-lived non-financial asset be
      accounted for as a change in estimate effected by a change in accounting
      principle, and also provides that correction of errors in previously issued
      financial statements should be termed a “restatement”. SFAS 154 is effective for
      fiscal years beginning after December 15, 2005. The Company does not expect
      adoption of SFAS 154 to have a material impact on its financial condition or
      results of operations.





**NOTE
      3 - CONVERTIBLE NOTES PAYABLE**





At
      December 31, 2005 and 2004, the Company had a note payable in the amount of
      $162,149 plus accrued interest of $25,962 and $12,990. This note is unsecured,
      bears interest at 8%, is payable on demand and, at the option of the Company,
      is
      convertible into common shares of the Company at $0.50 per share.





At
      December 31, 2005 and 2004, the Company has notes payable totaling $511,660
      plus
      accrued interest of $81,804
      and $40,933. These notes are unsecured, bear interest at 8%, are payable on
      demand and, at the option of the Company, are convertible into common shares
      of
      the Company at $0.50 per share.





At
      December 31, 2005 and 2004, the Company has notes payable totaling $835,940
      plus
      accrued interest of $125,652 and $42,058. These notes are unsecured, bear
      interest at 10% are payable on demand and at the option of either the Company
      or
      the lender are convertible into common shares of the Company at market price
      less 20%, with a minimum conversion price of $0.15 per share. (Note
      6)





**NOTE
      4 - DUE TO RELATED PARTIES**







At
      December 31, 2005 and 2004, the Company was indebted to a company sharing a
      common officer with the Company in the amount of $4,755. This debt is unsecured,
      non-interest bearing and has no fixed terms of repayment.





At
      December 31, 2005 and 2004, the Company was indebted to a company controlled
      by
      an officer of the Company in the amount of $169,547 and $179,227. This debt
      is
      unsecured, non-interest bearing and has no fixed terms of repayment. During
      the
      years ended December 31, 2005 and 2004, this same company was paid $16,050
      and
      was paid or had payable $200,000 for administrative services.





During
      the years ended December 31, 2005 and 2004 an officer of the Company was paid
      $nil and $30,000 in management fees.





***Page
          - 41***





**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      4 - DUE TO RELATED PARTIES, continued**





At
      December 31, 2005 and 2004, the Company was indebted to a company sharing a
      common officer in the amounts of $13,828 and $15,418. This debt is unsecured,
      non-interest bearing and has no fixed terms of repayment.





At
      December 31, 2005 and 2004, the Company was indebted to a company controlled
      by
      a former officer of the Company in the amounts of $17,226 and $27,990. This
      debt
      is unsecured, non-interest bearing and has no fixed terms of repayment. During
      the years ended December 31, 2005 and 2004, this related party provided
      consulting services to the Company amounting to $nil and $110,715.





At
      December 31, 2005 and 2004, the Company was indebted to a director in the amount
      of $239,090. During the years ended December 31, 2005 and 2004, the Company
      paid
      or had payable, to this same director $nil and $229,023 for rent and management
      fees.




During
      the years ended December 31, 2005 and 2004, the Company paid $nil and $161,277
      in wages to a former officer of the Company.





At
      December 31, 2005 and 2004, the Company had advances payable to a related party
      of $13,766 and $nil. These advances are non-interest bearing, have no fixed
      terms of repayment and are unsecured.





**NOTE
      5 - NOTE PAYABLE RELATED PARTY**





At
      December 31, 2005 and 2004, the Company had a note payable to a director of
      the
      Company in the amount of $500,000, plus accrued interest of $154,795 and
      $104,795. This note is unsecured, bears interest at 10% and was due November
      27,
      2004.





**NOTE
      6 - ADVANCES PAYABLE**





At
      December 31, 2005, the Company had advances payable of $16,385, these advances
      are unsecured, are non-interest bearing and have no fixed terms of repayment.
      During the year ended December 31, 2004, $378,508 in advances were converted
      into convertible notes payable. (Note 3)





**NOTE
      7 - COMMON STOCK AND WARRANTS**





During
      the year ended December 31, 2005, no shares were issued and 1,150,000 share
      purchase warrants expired. During the year ended December 31, 2004, no shares
      were issued and 1,150,000 share purchase warrants, exercisable on a one for
      one
      basis into common shares of the Company at $1.10 per share, expiring between
      August and December 2005, were outstanding.





**NOTE
      8 - DISCONTINUED OPERATIONS**








On
      November 26, 2004, the Company entered into a letter agreement whereby they
      agreed to discontinue, effective November 1, 2004, marketing, distributing
      and
      installing global wireless tracking and telematics equipment in Europe, which
      was carried on through its wholly-owned subsidiary, GlobeTrac Limited, in
      exchange for certain assets and liabilities and a six percent royalty to be
      paid
      to GlobeTrac Inc. on gross sales of all existing and qualified potential
      customers that the Company had in Europe. The discontinued operations resulted
      in a loss on the business disposal of $84,512 due to the disposal of fixed
      assets and inventory and a net loss from discontinued operations of $576,317.
      These losses were recorded in the loss from discontinued operations section,
      of
      the statements of operations and comprehensive income for the year ended
      December 31, 2004.




***Page
          - 42***




**GLOBETRAC
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**







**NOTE
      9 - INCOME TAXES**





As
      of December 31, 2005 and 2004, deferred tax assets consist of the
      following:






2005
            
            
            2004Federal
                loss carryforwards
            $
            647,077
            
            $
            616,000State
                loss carryforwards
            
            61,408
            
            
            58,000Foreign
                loss carryforwards
            
            411,822
            
            
            402,000Less:
                Valuation allowance
            
            (1,120,392
            )
            
            (1,076,000
            )$
            -
            
            $
            -





At
      December 31, 2005 and 2004, the Company had a net operating loss carryforward
      (“NOL”) of approximately $4.1 million and $3.9 million for federal, state and
      foreign tax purposes.





At
      December 31, 2005 and 2004 the Company had deferred tax assets of approximately
      $1,120,392 and $1,076,000 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, 2025 and December 31,
      2015.





The
      Company’s valuation allowance increased during 2005 and 2004 by $44,392 and
      $351,000.





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.





**NOTE
      10 - GOING CONCERN**





The
      Company was in the business of selling, marketing, distributing and installing
      global wireless tracking and telematics equipment in Europe until November
      1,
      2004 when they exchanged their rights to sell, market, distribute and install
      global wireless tracking and telematics equipment in Europe as well as specific
      assets and liabilities, for a royalty of 6% on future gross sales to current
      customers and qualified potential customers in Europe. There is no cap on the
      royalties and royalties are to be paid for the duration of 11 years, ending
      October 31, 2015. The Company has accumulated a deficit of $4,124,249 since
      inception and additional financing will be required by the Company to fund
      and
      support its operations. Management plans to mitigate its losses in future years
      by significantly reducing its operating expenses and seeking out new business
      opportunities. However, there is no assurance that the Company will be able
      to
      obtain additional financing, reduce their operating expenses or be successful
      in
      locating or acquiring a viable business. The financial statements do not include
      any adjustments that might result from the outcome of those uncertainties.


***Page
          - 43***











EXHIBIT
      23.1










***Page
          - 44***




16140
        SAND CANYON AVE., SUITE 100
 IRVINE,
        CALIFORNIA 92618
 **H** **ALL** **&** **C** **OMPANY** **** *Certified
        Public Accountants, Inc* *.*  (949)
        910-HALL (4255)
 TAX,
        FINANCIAL AND MANAGEMENT CONSULTING SERVICES  FAX
        (949)
        910-4256
 
 
 
 
 
 **Consent
        of Independent Registered Public Accounting Firm**
 
 We
        consent to the inclusion in this annual report on Form 10-KSB (File No.
        000-33309) of our report dated April 14, 2005 on our audits of the financial
        statements of GlobeTrac Inc. as of December 31, 2004 and 2003 and for the
        years
        then ended.
 
 
 /s/
        Hall & Company
 Hall
        & Company
 Irvine,
        California
 March
        31,
        2006
 
 
 ***Page
            - 45***