U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB
(Mark One)

           X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2005

                                      OR

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

           For the transition period from ___________ to ___________

                        Commission file number 000-28739


                          Celtron International, Inc.
                 ______________________________________________
       (Exact name of small business issuer as specified in its charter)

             Nevada                                   91-1903590
 ----------------------------                     ------------------
(State or other jurisdiction                   I.R.S. Employer I.D. No.)
incorporation or organization



                             563 Old Pretoria Road
                             Midrand, South Africa
                      -------------------------------------
                    (Address of principal executive office)


       Registrant's telephone number, including area code 011-2783-652-6350
                                                         -----------------

          -------------------------------------------------------------
        (former name, former address and former fiscal year, if changed)


Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. Yes X   No____
                                     -----

The number of shares of common stock, $0.001 par value, outstanding as of March
31, 2005 was 36,108,274.  As of May 31, 2005, we had 36,220,774 shares of
common stock outstanding.
                                                                             1

                      PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                                                  Page
                                                                 ------

Consolidated Balance Sheets at December 31,  2004                  F-2

Consolidated Statements of Operations for the twelve and three
     months ended December 31, 2004                                F-3

Consolidated Statements of Cash Flows for the year
     ended December 31, 2004                                       F-4

Condensed Consolidated Statement of Changes in
 Shareholders' Equity                                              F-5


                                                                             2
                          CELTRON INTERNATIONAL, INC.
                      Condensed Consolidated Balance Sheet
                           (Unaudited) March 31, 2005


Assets
Current Assets
     Cash and cash equivalents                           $     48,823
     Accounts and notes receivable                            763,417
     Inventories (Note  )                                     207,345
     Other current assets                                      21,437
                                                          --------------
          Total Current Assets                              1,041,022

Due from related parties                                      233,027

Other investments, at cost                                    352,058
Property and equipment, net of accumulated depreciation       134,684
Intangible assets                                             495,587
                                                          --------------
Total Assets                                             $  2,256,378
                                                          ==============

     Liabilities and Shareholders Equity

Current Liabilities
     Accounts payable and accrued liabilities           $     386,110
     Other current liabilities                                  7,062
                                                          --------------
               Total Current Liabilities                      393,172
Non-Current Liabilities
     Long-term debt:                                          144,433
     Indebtedness to related parties                          280,863
     Deferred income                                           64,767
     Minority interest                                        410,314
                                                          --------------
Total Liabilities                                           1,293,549
                                                          --------------
Shareholders Equity
     Common stock                                              36,108
     Additional paid-in capital                            13,744,858
     Retained deficit                                     (12,975,944)
Accumulated Other Comprehensive Loss                          157,807
                                                          --------------
                    Total Shareholders Equity                 962,829
                                                          --------------
 Total Liabilities and Shareholders Equity                $  2,256,378
                                                          ==============
F-2
                                                                             3

                          CELTRON INTERNATIONAL, INC.
                Condensed Consolidated Statements of Operations
                                  (Unaudited)


                                                    Three Months Ended
                                                March 31,          March 31,
                                                  2005               2004
                                               ----------        -----------
Net Sales and Gross Revenues
     Net sales                                $   416,701       $   580,072
     Cost of sales                               (180,125)         (129,783)
                                               ----------        -----------
               Gross Profit                       236,576           450,289
                                               ----------        -----------
Costs and Expenses
     Selling expenses                                   -             4,931
     General and administrative expenses           45,720           533,810
     Provision for doubtful accounts and notes          -           303,400
     Other operating expenses                     422,848                 -
                                               ----------        -----------
               Total Operating Expenses           468,568           842,141
                                               ----------        -----------
Operating Loss                                   (231,992)         (391,852)
Other Income (Expense)
     Nonoperating income                            3,394            39,853
     Interest expense                              (7,262)           (7,985)
     Gain on sale of assets                       425,520                 -
                                               ----------        -----------
Loss before income taxes and minority interest    189,660          (359,984)
Provision for Income Taxes                              -                 -
Minority interest in earnings of subsidiary       (20,780)         (154,279)
                                               ----------        -----------
Net Income (Loss)                              $  168,880       $  (514,263)
                                               ==========        ===========
Basic and diluted loss per share            $      0.0048       $     (0.03)
                                               ==========        ===========
Weighted average common shares outstanding     35,341,607        18,414,975
                                               ==========        ===========
 F-3                                                                        4


                          CELTRON INTERNATIONAL, INC.
                condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


                                               Year            Three Months
                                               Ended           Ended
                                               December 31,    March 31,
                                               ------------    ------------
                                                  2004            2004
                                               ------------    ------------
  Net cash used in operating activities       $  (768,934)      $ (525,726)
                                               ------------    ------------
Cash flows from investing activities:
  Proceeds from the sale of investments,
   property and equipment                         789,054                -

  Additions to property and equipment             (38,666)         (74,162)
  Other                                           (11,359)               -
                                               ------------    ------------
  Net cash provided by (used in)
   investing activities                           739,029          (74,162)
                                               ------------    ------------
Cash flows from financing activities:
 Proceeds from sale of stock                      669,000                -
   Repayment of long-term debt                    (43,539)               -
   Net change in related party advances          (656,853)               -
   Proceeds from lines of credit,
    notes payable and
    current portion of long-term debt               4,036          583,741
                                               ------------    ------------
   Net cash provided by (used in)
    financing activities                          (27,356)         583,741
                                               ------------    ------------
   Net change in cash and cash equivalents        (57,261)         (16,147)
Effect of exchange rate changes on cash and        (9,494)               -

Cash and cash equivalents:
     Beginning of period                          115,578           31,512
                                               ------------    ------------
     End of period                            $    48,823        $  15,365

F-4
                                                                             5

                          CELTRON INTERNATIONAL, INC.
      Condensed Consolidated Statement of Changes in Shareholders' Equity
                                  (Unaudited)
<TABLE>
<S>                         <C>             <C>           <C>        <C>           <C>            <C>            <C>


                                                      Additional                 Other
                         Common Stock                 Paid-in       Retained     Comprehensive  Treasury
                         Shares          Par Value    Capital       deficit      Income/Loss    Stock          Total
                         ------------    ---------    ----------    -----------  -------------  --------   -----------
Balances at
 December 31, 2004        33,108,274     $ 33,108    $13,078,858   $(13,144,824)  $  349,940   $(192,758)  $  124,324
Issuance of common
 stock for debt            3,000,000        3,000        666,000              -            -           -      669,000

Cumulative Translation
 Adjustment                        -            -              -              -     (192,133)          -     (192,133)

Treasury stock - Celtron           -            -              -              -            -     192,758      192,758

Net Income                         -            -              -        168,880            -           -      168,880
                         ------------    ---------    ----------    -----------  -------------  --------
-----------
Balances at
 March 31, 2005           36,108,274     $ 36,108    $13,744,858   $(12,975,944)   $ 157,807    $      -    $ 962,829
                         ============    =========   ===========   =============   =========    ========   ===========
</TABLE>
F-5
                                                                             6

CELTRON INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(Unaudited)

Note 1:  Basis of presentation
         ---------------------
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2004, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2: Related Party Transactions

The Company is due $233,027 from an affiliated company that was sold during the
quarter ending March 31, 2005.  The affiliated company is indebted to the
Company for working capital advances made during the year ended December 31,
2004.  The indebtedness is unsecured, non-interest bearing, and has no specific
terms of repayment.

As of December 31, 2004 the Company was indebted to Opus International LLC in
the total amount of $601,769 for working capital advances.  During the quarter
ended March 31, 2005 we received additional advances of $268,498 and issued
3,000,000 shares of common stock to Opus as repayment of the advances made to
the Company.  The shares issued were valued at the quoted market price of the
Company's common stock totaling $669,000.  As of March 31, 2005 the Company was
indebted to Opus in the total amount of $201,267.

As of December 31, 2004 we were indebted to a director in the amount of
$90,410.  During 2005, one of our Directors made unsecured advances to us
totaling $3,787 for working capital purposes. We repaid the Directors a total
of $14,601 and are indebted to the Directors in the amount of $75,809 and
$3,787, respectively, at March 31, 2005.  The advances are due on demand.

Note 3: Acquisition agreement

On February 23, 2005, Celtron International, Inc. and its subsidiary, Orbtech
Holdings, Limited, and Orbtech's operating subsidiary, CreditPipe (Pty), Ltd.
entered into an Amended and Restated Acquisition Agreement with Knight Fuller,
Inc. and Paycell, Inc. On September 10, 2004, Knight Fuller and Celtron had
entered into an acquisition agreement whereby Knight Fuller acquired 100% of
Paycell, Inc. from Celtron in exchange for 10 million shares of Knight Fuller
common stock. In addition, on November 1, 2004, Knight Fuller and Paycell
agreed to acquire 50% of the common stock of CreditPipe.

Under the terms of the Amended and Restated Agreement, the previous agreements
discussed above were replaced in their entirety. In exchange for $423,000,
Orbtech transferred 100% of the common stock to Knight Fuller. The $423,000 is
reflected as a gain on sale of investment in these financial statements.  In
addition, the original 10 million shares previously advanced to Celtron by
Knight Fuller in exchange for the common stock of Paycell was reduced to
700,000 shares.

Note 4: Inventories

Inventories at March 31, 2005 are summarized as follows:

Finished Products              $     92,281
Spare Parts and Supplies            115,064
                               ------------
                               $    207,345

Note 5: Debt

Debt consisted of the following at March 31, 2005:

    Notes payable to individuals     $     89,518
    Capital leases                         61,977
                                     ------------
     Total                           $    151,495


Note 6: Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective
rate follows for the quarters ended March 31, 2005 and 2004:

                                          Quarter         Quarter
                                          Ended           Ended
                                          March 31,       March 31
                                          2005            2004
                                          ---------       ---------
S.A. statutory federal rate               30.00%          30.00%
 Permanent difference                      0.00%           0.00%
Net operating loss for which no tax
 benefit is currently available          -30.00%         -30.00%
                                          ---------       ---------
                                           0.00%           0.00%
                                         ==========      ==========

At March 31, 2005, deferred South African federal income taxes were
approximately $69,000.

At March 31, 2005 we have a net operating loss carryforward for federal income
tax purposes of approximately $6,960,000, which was fully allowed for in the
valuation allowance of $2,087,109. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The change in
the valuation allowance for the quarter ended March 31, 2004 was $12,063.\

At March 31, 2005, we have a net operating loss carryforward for South African
federal income tax purposes of approximately $625,000, which was fully allowed
for in the valuation allowance of $187,589. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of recovery. The change
in the valuation allowance for the quarter ended March 31, 2005 was
approximately $(69,000).

At March 31, 2004, the Company has a net operating loss carryforward for South
African federal income tax purposes of approximately $1,042,000, which was
fully allowed for in the valuation allowance of $302,860. The valuation
allowance offsets the net deferred tax asset for which there is no assurance of
recovery.

Because of various stock transactions during 2003, management believes the
Company has undergone an "ownership change" as defined by Section 382 of the
Internal Revenue Code. Accordingly, the utilization of a portion of the net
operating loss carryforward may be limited.  The net operating loss
carryforwards will expire in 2020 and 2021.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION

The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-KSB and other filings with the Securities
and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's liquidity, capital resources and results of
operations, including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the Registrant's
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein. This item should be read in conjunction with
the consolidated financial statements and other items contained elsewhere in
the report.

Liquidity and Capital Resources

Celtron International, Inc.'s (the "Company" or "Celtron") consolidated
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  Celtron uses cash and cash equivalents as its
primary measure of liquidity. Except as discussed above, management is not
aware of any other known trends, events, commitments or uncertainties that will
have a significant impact on liquidity.

As of March 31, 2005, we had a working capital surplus of $647,850, compared to
a working capital surplus of $177,565 for December 31, 2004. This must be read
in conjunction with the notes to the financial statements of December 31, 2004.
We believe that our current cash needs for at least the next twelve months can
be met by our revenues.


Results of Operations

For the three months ended March 31, 2005, compared to the three months ended
March 31, 2004.

Revenues

Total revenues amounted to $416,701 for the three months ended March 31, 2005
compared to $580,072 for the corresponding period in the prior year, a decrease
of $163,371. This decrease was primarily a result of the streamlining of
operations and the elimination of subsidiaries that do not fit within the
company's current business plan of asset tracking and management.

Operating Expenses

Costs and expenses amounted to $468,568 for the three months ended March 31,
2005 compared to $842,141 for the corresponding period in the prior year, a
decrease of $373,573. This decrease was primarily the result of the elimination
of operating subsidiaries that do not fit within the current business plan.

Net Income or Loss

Net profit amounted to $168,880 for the three months ended March 31, 2005
compared to a net loss of $514,263 for the corresponding period in the prior
year, an increase of $683,143. The change to net profit was primarily due to
the decrease in expenses for eliminated subsidiaries and the sale of assets
related thereto.

                                                                           8
Recent Developments

On February 23, 2005, in recognition of the decision of management to
streamline its operations and to concentrate on vehicle and container tracking
and management, and the fact that the Postilion Switch software could not be
used by PayCell to effect financial transactions in the United States, the
agreements between the company and Knight Fuller dated September 10, 2004,
November 1, 2004, and the license agreement dated May 16, 2004 as modified
November 1, 2004, were restated and amended, resulting in Knight Fuller's
acquisition of 100% of the outstanding common stock of CreditPipe, in exchange
for the further sum of $423,000 in cash. The agreement also reduced Celtron's
holdings in Knight Fuller common shares from 10 million to 700,000 shares. The
restated agreement attributes Knight Fuller's payments to CreditPipe under the
former agreements as payment for fees for research and development performed by
CreditPipe.


DreamWorks Acquisition

The Company has signed a letter of intent to acquire DreamWorks Technologies
(Pty) Ltd., a company engaged in the business of the supply of quality, user
friendly software solutions. The transaction is expected to close on March 1,
2005. DreamWorks Technologies' current product offering is "Fuel Manager," a
program designed to address high levels of fuel fraud and the misuse of fleet
cars, and to schedule and record maintenance checks. This increases our
capability to provide, along with our tracking and management products and
services, full fleet management services.


CJ Systems

On December 1, 2003, Celtron's South African subsidiary, Orbtech Holdings, Ltd.
signed an acquisition agreement to acquire CJ Systems (Pty) Ltd., a South
African company, for $200,000 and 262,500 shares of our common stock. CJ
Systems is engaged in the business of maintaining point of service credit card
payment terminals. This agreement was never consummated, and, in the first
quarter of 2005, Orbtech determined that the business of CJ Systems was
misrepresented and rescinded the transaction.


MineWorx (Pty) Ltd.

In the last quarter of 2004, it became apparent that MineWorx would not have
the ability to repay loans advanced to it by Orbtech under a ZAR 1 million
credit agreement entered into between the parties in February 2004. In the
first quarter of 2005, MineWorx continued to be insolvent and unable to earn
income from its clients because of outstanding uncollected taxes, and Orbtech
enforced its rights under the pledge agreement, obtaining MineWorx' client
service contracts, products and intellectual property. Orbtech will run the
business of providing mobile solutions to businesses with employees in the
field, through our mobile data management systems, utilizing our mobile data
terminal products or pocket personal computers, formerly operated by MineWorx.


None of the recently issued accounting standards had any effect on the
Registrant's financial statements.


ITEM 3. CONTROLS AND PROCEDURES

The Registrant's management has evaluated the effectiveness of the Registrant's
disclosure controls and procedures (as such term is defined in Rules 13a-15(c)
under the Securities Exchange Act of 1934, as amended) as of the period covered
by this report. Based on such evaluation, the Registrant's Chief Executive
Officer has concluded that, as of the end of such period, the Registrant's
disclosure controls and procedures are effective.

There have not been any changes in the Registrant's internal control over
financial reporting (as defined in Rule 13-a 15(f) under the Securities and
Exchange Act of 1934, as amended) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, the Registrant's internal control over financial reporting.

                                                                            9
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In March 2005, a complaint was filed against the Registrant, its officers and
directors, independent accountants and attorneys in the United States District
Court for the District of New Jersey, entitled Jay B. Ross and Protocol
Electronics, Inc. v. Celtron International, Inc., Case No. 05-1300, alleging
the 1997 breach of a contract allegedly entered into in 1995 between the former
majority shareholder of the Registrant, Celtron Holding, Ltd., formerly known
as Celtron International, Ltd., which called for the issuance of stock of the
former majority shareholder in exchange for services. The complaint alleges
causes of actions for breach of contract, promissory estoppel, common law
fraud, securities fraud, New Jersey Civil RICO violations and conspiracy,
professional negligence against Counsel for the Registrant, professional
negligence against the independent accountants for the Registrant, negligence
of officers and directors, and tortuous interference with contract. Management
and Counsel for the Registrant believe the action to be totally without merit.
The complaint has not yet been served on any party. The Registrant will
vigorously defend the complaint.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On or about January 26, 2005, 3,000,000 shares of common stock were issued to
discharge debt owed to an affiliate, pursuant to Section 4(2) of the Securities
Act of 1933.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

There have been no submissions of matters to the vote of security holders in
the period ended March 31, 2005.

ITEM 5.  OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits:

31.1     Rule 13a-14(a)/15d-14(a) Certification

31.2     Rule 13a-14(a)/15d-14(a) Certification

32.1     Section 1350 Certification.

32.2     Section 1350 Certification


(b) Reports on Form 8-K:

    - May 11, 2005: Appointment of Cordovano and Honeck as independent
      accountant

    - May 4, 2005: Amendment to 8K for resignation of Stark Winter Schenkein as
      accountant

    - May 2, 2005: Resignation of Ronald Pienaar as officer and director

    - April 29, 2005: Resignation of Stark Winter Schenkein as accountant

      April 11, 2005: Amendment to 8K for change of accountant to Stark Winter
      Shenkein

    - March 7, 2005: Change of accountant to Stark Winter Schenkein
      February 2, 2005: Entry into definitive agreement

                                                                             10

                                   SIGNATURES
                                  -----------

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CELTRON INTERNATIONAL, INC.



BY:  /s/ Allen Harington
     -----------------------
     Allen Harington
     Chief Executive Officer


     Date: May 31, 2005




                                                                             11