UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act

of 1934 For the Fiscal Year Ended December 31, 2004



Commission File Number: 333-5874



GTREX Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)



|Delaware13-4171971
(State or other jurisdiction of                                                                    (I.R.S. Employer
incorporation or organization)                                                                   Identification No.)

65 Enterprise, Aliso Viejo, CA  92656
(Address of principal executive offices)

(949) 330-7140
(Issuers telephone number, including area code)

GTREX, Inc.
(former name or former address, if changed since last report)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Common Stock, $0.0001 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 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 [  
]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X 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. [X]





The aggregate market value of the voting stock held by non affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock as December 31, 2004 was $1,167,940, based on the last sale price of $0.05 as reported on the bulletin board.



The Registrant had 21,118,800 shares of common stock, $0.0001 par value,
outstanding as of March 29, 2005



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GTREX CAPITAL, INC.

TABLE OF CONTENTS

|                                                                                                                            |   
|--------------------------------------------------------------------------------------------------------------------------- | --
|PART I                                                                                                                      |   
|ITEM 1  DESCRIPTION OF BUSINESS                                                                                             | 3 
|ITEM 2.  DESCRIPTION OF PROPERTY                                                                                            | 5 
|ITEM 3.  LEGAL PROCEEDINGS                                                                                                  | 5 
|ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 5 
|PART II                                                                                                                     |   
|ITEM 5.  MARKET FOR COMMON EQUITY
    AND RELATED STOCKHOLDER MATTERS                                                       | 5 
|Market
    Information                                                                                                      | 5 
|Holders                                                                                                                     | 6 
|Dividends                                                                                                                   | 6 
|Recent
    Sales of Unregistered Securities                                                                                 | 6 
|ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS                                 | 7 
|PLAN OF
    OPERATIONS                                                                                                      | 7 
|LIQUIDITY AND CAPITAL RESOURCES                                                                                             | 7 
|RESULTS OF OPERATIONS                                                                                                       | 7 
|RISK FACTORS                                                                                                                | 8 
|Risks Related to our Business                                                                                               | 8 
|Risks Related to our Operation as a Business Development Company                                                            | 8 
|ITEM 7. FINANCIAL STATEMENTS                                                                                                | 13
|ITEM 8.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                                                   | 13
|PART III                                                                                                                    |   
|ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT | 13
|Remuneration Paid to DIRECTORS                                                                                              | 14
|ITEM 10.  EXECUTIVE COMPENSATION                                                                                            | 14
|Remuneration Paid to Executives                                                                                             | 15
|Employment Agreements                                                                                                       | 15
|Employee
    Benefits                                                                                                       | 15
|ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                    | 16
|ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                   | 16
|ITEM 13.    CONTROLS AND PROCEDURES                                                                                         | 16
|ITEM 14.   EXHIBITS AND REPORTS ON FORM 8-K                                                                                 | 17
|ITEM 15. PRINCIPAL ACCOUNTANTS FEES AND SERVICES                                                                            | 18
|SIGNATURES                                                                                                                  | 19
|FINANCIAL STATEMENTS                                                                                                        | F1
|EXHIBITS                                                                                                                    |   



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PART I



Forward Looking Statements





This document includes statements that may constitute forward-looking statements made pursuant to the Safe harbor provisions of the Private Securities Litigation reform Act of 1995. The Company would like to caution certain readers regarding certain forward-looking statements in this documents and in all if its communications to shareholders and others, on managements projections, estimates and all other communications.  Statements that are based on managements projections, estimates and assumptions are forward-looking statements, the words believe, expect, anticipate, intend and similar expressions generally identify forward-looking statements. While the Company believes in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates, and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies and know and unknown risks. Many of the uncertainties and contingencies can affect events and the Companys actual results and could cause its actual results to differ materially from this expressed in any forward-looking statements made by, or on behalf, of the Company.



ITEM 1.
DESCRIPTION OF BUSINESS



GTREX Capital, Inc. ("the Company" or "GRXI") a Delaware Corporation, is an investment holding company based on the based on the Investment Company Act of 1940.
 GTREX Capital, Inc. was organized as Apollo Holdings, Inc under the laws of the State of Delaware on November 12, 1999. In December of 2003 the Company abandoned the original business plan due to difficulties faced by the Company in creating sustainable business in both our business models relating to anti-piracy software services that was offered to corporations with digital assets and the competition in web-based business-to-business intellectual property exchanges. The Company sought other business opportunities and in March of 2004 completed a merger with GTREX- Global Travel Exchange, Inc. a privately held Delaware corporation that was incorporated on June 14, 1999 to engage in the travel and tourism business. The Company, in anticipation of the merger, changed its name from Apollo Holdings, Inc to GTREX, Inc. on February 24, 2004. The Company issued 8,819,400 shares of newly issued common stock for 8,819,400 shares of the private company. The exchange has been accounted for as a reverse merger under the purchase method of accounting.



On January 25, 2005 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company is required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded on a major US Exchange or that has assets less than $4 million.  On February
5, 2005 the Company changed its name to GTREX Capital, Inc to properly reflect the nature if its business.



At present, the only portfolio company is Global Travel Exchange, Inc., a Nevada corporation. Global Travel Exchange, Inc. is an alternative Global Distribution System (GDS) providing direct access to reservation systems of major travel suppliers - airlines, cruise lines, hotels, car rental companies and providers of other travel amenities worldwide. The company searches for availability and price for the itinerary suggested by the buyer over all direct connected suppliers and global distribution systems and presents the aggregated result in the format preferred by the buyer. Besides improved brand and revenue management, suppliers save distribution costs while providing efficient service to major customers through direct connection. The Company will provide integrated and seamless web-based linkage from the supplier's reservation systems direct to the systems of their selected buyers and serve as a reservation service between them, obviating the need and cost of the traditional Global Distribution Systems (GDS).



The Travel and Tourism Industry is under ever increasing pressure to reduce costs.  Distribution of its products through direct connections using the alternative GDS as provided by Global Travel Exchange, Inc is one of the ways that the industry can significantly reduce costs.  The reduced costs come not only from the direct connection but also because Global Travel will provide travel suppliers lower transaction fees.  Global Travel is able to offer these savings because of the modern Internet software technology its alternative GDS is based on.



Global Travel Exchange, Inc. has primarily concentrated on developing the software and hardware for its core product for the fiscal year ended December 31, 2004. No revenues have been generated to date. It is, however, anticipated that the travel distribution platform will be completed in the first quarter of 2005 with sales of product beginning in the first quarter of 2005 as well.

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Currently, there are no additional commitments for material expenditures. It should be noted that the Company's previous auditors Peterson & Co., LP have expressed in their audit opinion letter accompanying the financial statements for the fiscal year ended December 31, 2003 that there is substantial doubt about the Company's ability to continue as a going concern.

Investment Strategy

GTREX Capital, Inc. intends to make strategic investments in cash-flow positive companies with perceived growth potential.  The Investment Committee has adopted a charter wherein these two criteria will be weighed against other criteria including strategic fit, investment amount, management ability, etc.  In principle, the Company will prefer to make investments in companies where the Company can acquire at least a 51% ownership interest in the outstanding capital of the portfolio company, or exert some other management control.

As a Business Development Company, the Company is required to have at least 70% of its assets in eligible portfolio companies. An eligible portfolio company includes any issuer that:

 is organized under the laws of, and has its principal business in, the United States;

 generally does not meet the definition of an investment company under the 1940 Act or is excluded from that definition pursuant to Section 3(c) of that Act; and

 satisfies one of the following criteria:


it does not have any class of securities with respect to which a national
securities exchange member, broker, or dealer may extend margin credit pursuant
to the rules or regulations adopted by the Federal Reserve Board under Section 7
of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

 it is controlled by a BDC either alone or as part of a group acting together and the BDC
exercises a controlling influence over the issuer and has an affiliated person
who is director of the issuer; or

 it has total assets of not more than $4 million, and capital and surplus (shareholder equity minus retained earnings) of no less than $2 million.

It is stated in the Investment Committee Charter that the Company will endeavor
to maintain this minimum asset ratio.

Portfolio Investments

On January 25, 2005 the Company formed Global Travel Exchange, Inc. as a wholly owned subsidiary, and transferred to it the operations and assets associated with the travel and tourism business through its alternative Global Distribution System.

Employees

During the fiscal year ended December 31, 2004 the Company had 2 employees.   Subsequent to December 31, 2004, management entered into an agreement with Javelin Advisory Group to provide administrative support for a monthly fee of $12,500.  In this way, overhead costs are kept at a minimum while still being able have a very talented administrative staff as part of the management team.

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ITEM 2.

DESCRIPTION OF PROPERTY

The Company owns no real estate or other properties. The Company leases a small
office at 65 Enterprise, Aliso Viejo, CA on a six month lease with a
month-to-month option to increase the space. The Company's facilities are deemed
adequate for its current operations and are well maintained.

ITEM 3.

LEGAL PROCEEDINGS

GTREX, Inc. was named a defendant in the action Mark Aronson V. GTREX, Inc., filed 7/10/04.  The plaintiff sued GTREX along with thousands of companies for putting out spam.  Although the Company does not send out any mail, it chose not to defend itself because the legal cost had potential to cost more than the potential judgment.  Judgment was awarded to the plaintiff in the amount of $9,300.00.  The Company has no intention of paying this amount but there is always the possibility that it may have to be paid.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of shareholders of GTREX, Inc. was held on February 27, 2004
where the following actions were taken by a majority vote of shareholders:

1. The Company's Articles of Incorporation were amended:

> a. To change the name of the corporation to GTREX, Inc. (formerly Apollo
> Holdings, Inc.)
> b. To authorize 100,000,000 shares of common stock with a par value of $.0001.
> c. To change its principal place of business to 515 Madison Avenue, 21st floor,
> New York, NY 10002.

A special meeting of shareholders of GTREX, Inc. was held on February 5, 2005
where the following actions were taken by a majority vote of shareholders:

1. The Company's Articles of Incorporation were amended:

> a. To authorize 5,030,000,000 shares of capital stock of the company, of which
> 5,000,000,000 with a par value of $.001 will relate to common stock, and
> 30,000,000 with a par value of $.0001 will relate to preferred stock, subject
> to further designation by the Board of Directors of the Company.
> b. To change the name of the corporation to GTREX Capital, Inc
> c. To give the Board of Directors authority to amend the capital structure of
> the Company through either a forward or reverse split of any class of capital
> stock provided that such recapitalization does not impact the ratio of
> authorized to outstanding shares of that class.

2. That the Company shall change transfer agents to Transfer Online. 
3. That the Company shall issue stock to retire all unpaid salaries as of
December 31, 2004 at a rate of $.01 per share.PART II

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Market Information



The Companys Common Stock is traded on the OTCBB (Over-The-Counter Bulletin Board) under the symbol GRXI. The following table sets forth the trading history of the Common Stock on the Bulletin Board for each quarter since December 31, 2002 through December 31, 2004, as reported by Dow Jones Interactive. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.



|Quarter Ending |  | Quarterly High |  | Quarterly Low |  | Quarterly Close
|-------------- |  | -------------- |  | ------------- |  | ---------------
|12/31/2002     |  | .55            |  | .05           |  | .08            
|3/31/2003      |  | .08            |  | .08           |  | .08            

|6/30/2003  |  | .09   |  | .08 |  | .09 
|---------- |  | ----- |  | --- |  | ----
|9/30/2003  |  | .09   |  | .09 |  | .09 
|12/31/2003 |  | .55   |  | .09 |  | .55 
|3/31/2004  |  | 10.25 |  | .55 |  | 1.22
|6/30/2004  |  | 1.20  |  | .17 |  | .17 
|9/30/2004  |  | .20   |  | .06 |  | .06 
|12/31/2004 |  | .04   |  | .01 |  | .04 

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Holders of record



As of December 31, 2004 there were approximately 109 holders of record of the Companys common stock.  There were 23,358,800 shares outstanding with a par value of $.0001.



Dividends



The Company has never paid a cash dividend on its common stock. Payment of dividends is at the discretion of the Board of Directors.  The Board of Directors plans to retain earnings, if any, for operations and does not intend to pay dividends in the foreseeable future.

Recent Sales of Unregistered Securities

Except as otherwise noted, the securities described in this Item 5 were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.  Each such issuance was made pursuant to individual contracts, which are discrete from one another and are made only with persons who were sophisticated in such transactions and who had knowledge of and access to sufficient information about the Company to make an informed investment decision.  Among the information provided was the fact that the securities issued were restricted securities.  No commissions were paid in connection with the transactions described below unless specifically noted.

In March of 2004 the acquisition of GTREX Global Exchange resulted in a net issuance of 11,974,360 shares of common stock.

In December 2004 the company issued convertible debentures in the amount of $20,000.  All debentures are due within six months of issue and carry a rate of interest of eight percent (8%) per year on the unpaid principal.  The holders of the debentures are entitled, at their option, to convert the principal amount of these debentures plus accrued interest into shares of the Companys common stock at a price per share equal to a 50% discount to current market.   In the event of bankruptcy all debentures convert to shares of common stock.



Between January 1, 2005 and February 28, 2005 the Company issued convertible debentures in the amount of $80,000 bringing the total amount due on convertible debentures of $100,000.  The debentures issued in 2005 are due within six months of issue and carry a rate of interest of eight percent (8%) per year on the unpaid principal, and convert at a discount of 50% of the closing bid for the Companys common stock on the date of conversion.  All convertible debentures are convertible at the option of the holder or the Company.  In the event of bankruptcy or liquidation all debentures automatically convert to shares of common stock.  In February and March, 2005 the company issued 2,760,000 shares of common stock upon the conversion of $13,800.00 of these convertible debentures.  The stock was issued under a regulation E exemption.  These debentures were converted at $0.01.  If the remaining debentures were issued at the same $0.01 it would result in the issuance of an additional 1,120,000 shares of common stock further diluting stockholders positions.  For purposes of determining net asset to Senior security coverage as defined by section 18 of the Investment Company Act of 1940, the Company does not consider these debentures to be senior securities since, at the election of the Company, the debentures plus any accrued interest can be converted into common stock thereby placing the debentures on a parity with the common stock.  Were the debentures to be treated as senior, they would result in the Company having a negative net asset to senior security coverage, whereas the Company is required to maintain coverage of 200%.



On February 8,
2005, the Board of Directors approved a new series of preferred stock, Series A
Preferred, which consists of 10 million shares. The Series A Preferred Stock
does not earn interest, is not entitled to receive dividends and does not have
voting privileges. The Series A is convertible into shares of common stock on a
one for one (1:1) basis at the election of the holder after a twelve month
period, or, in the event of liquidation of the Company, it converts
automatically. The holders of a majority of the Series A Preferred are entitled
to elect the majority to the Board of Directors, provided that a majority of the
Board is, at all times, independent. On February 10, 2005, the Board of
Directors approved the issuance of 10,000,000 shares of Series A preferred stock
to Christopher Berlandier in exchange for 5,000,000 shares of common stock duly
tendered to the Company.

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As of March 29, 2005 GTREX Capital, Inc had 21,118,800 shares of common stock outstanding.



ITEM 6.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form
10-KSB.

Plan of Operation

Subsequent to the year ending December 31, 2004 the Companys Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940.  As a business development company (BDC), the Company is required to maintain at least 70% of its assets invested in eligible portfolio companies, which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.

As part of the over all acquisition and finance plan, the Board of Directors authorized management to file Form 1-E with the Commission notifying of its intent to sell up to $5 million of the Companys common stock under a Regulation E exemption.

GTREX Capital, Inc. presently has one portfolio investment, Global Travel Exchange, Inc., which was organized subsequent to December 31, 2004 as a wholly owned subsidiary of GTREX Capital, Inc.  Management anticipates making additional portfolio investments as opportunities present themselves in the coming year.

On January 1, 2005 GTREX, Inc. signed a management contract with Javelin Advisory Group to provide administrative services.   Javelin will provide services such as portfolio management, accounting, public relations, and various other administrative functions.  This service will provide a talented pool of personnel at very reduced price compared to hiring that same talent on an individual basis.

Liquidity and Capital Resources

The Companys financial statements present an impairment in terms of liquidity. As of December 31, 2004 the Company had $29,233 in current assets and the Companys total liabilities exceeded total assets by approximately $51,922.    The Company has accumulated $3,087,645 of net operating losses through December 31, 2004, which may used to reduce taxes in future years through 2022. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry-forwards.  The potential tax benefit of the net operating loss carry-forwards have been offset by a valuation allowance of the same amount. Under continuing operations the Company has not yet established revenues to cover its operating costs.  Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs through its portfolio investment and the acquisition of additional operating subsidiaries.   In the event the Company is unable to do so, and if suitable financing is unavailable, there is substantial doubt about the Companys ability to continue as a going concern.

Results of Operations

For the year ended December 31, 2004 the Company had a net loss of $776,807 for
its on going operations. A major part of the loss is the result of an expense
for software development of $339,000 that could not be capitalized because none
of the code generated by this expenditure was usable. Investment in Global
Travel Exchange, Inc. will continue as it works on the completion of the travel
and distribution platform. The Company will also seek additional investment
opportunities as set forth by the Investment Company Charter.

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RISK FACTORS





We are subject to various risks that may materially harm our business, financial condition and results of operations.  You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock.  If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.  In that case, the trading price of our common stock could decline and you could lose all or part of your investment.



RISKS RELATED TO OUR OPERATION AS A

BUSINESS DEVELOPMENT COMPANY





We Will Need to Raise Additional Capital to Finance Operations



Past operations have relied on monies generated
from external financing to fund our operations.   However, we anticipate that we will generate profits in the coming year so that we will not need to rely entirely on external financing to raise additional capital to fund our anticipated operating expenses and future expansion.  External financing will be required for future expansion, however.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  The sale of our common stock to raise capital may cause dilution to our existing shareholders.  Our inability to obtain adequate financing may result in the need to curtail business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.



There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding



The report of our independent accountants on our December 31, 2004 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages.  Our ability to continue as a going concern will be determined by our ability to obtain additional funding.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly

Prior to the offering that was made subsequent to the year ended December 31, 2004, there has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop.  As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.



Our Common Stock is Traded on the "Over-the-Counter Bulletin Board," Which May Make it More Difficult For Investors to Resell Their Shares Due to Suitability Requirements

Our common stock is currently traded on the Over the Counter Bulletin Board (OTCBB) where we expect it to remain for the foreseeable future. Broker-dealers often decline to trade in OTCBB stocks given that the market for such securities is often limited, the stocks are more volatile, and the risk to investors are greater.  These factors may reduce the potential market for our common stock by reducing the number of potential investors.  This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them.  This could cause our stock price to decline.



We Could Fail to Retain or Attract Key Personnel

Our future success depends, in significant part, on the continued services of Christopher Berlandier our Chief Executive.  We cannot assure you that we would be able to find an appropriate replacement for key personnel.  Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan.  We have no employment agreements or life insurance on Mr. Berlandier.

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Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders



Our executive officers and directors have the opportunity, whether acting alone or together, to have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets.  The interests of these board members may differ from the interests of the other stockholders.





We May Change Our Investment Policies Without Further Shareholder Approval



Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment company must not meet, nor the industries in which those investment companies must operate.  We may make investments without shareholder approval and such investments may deviate significantly from our historic operations.  Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.



Our Investments May Not Generate Sufficient Income to Cover Our Operations



We intend to make investments into qualified companies that will provide the greatest overall return on our investment.  However, certain of those investments may fail, in which case we will not receive any return on our investment.  In addition, our investments may not generate income, either in the immediate future, or at all.  As a result, we may have to sell additional stock, or borrow money, to cover our operating expenses.  The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.





RISKS RELATED TO OUR PORTFOLIO COMPANY



Competition in the travel and tourism industry is intense and there is uncertainty that given our new technology and limited resources that we will be able to succeed.



The online travel market has shown impressive growth. Travel is a proven winner on the Internet. The incumbent organizations have the space, the expertise and the finance to dominate. Suppliers themselves have the potential to benefit enormously from the destabilization of the distribution chain by using the Internet as a direct connection. For example, the major airlines have steadily been cutting commission costs to travel agents and encouraging customers to book directly on their web sites - they have collectively developed Orbitz, a low fare web based site centered in the US and Opordo a similar entity based in Europe, replicating the pattern they used in creating the GDS themselves in the 1980's. In the hotel sector, Pegasus is seeking to develop its own vehicle and cruise companies are looking towards web based engines and e- business activity as a primary distribution mode. The GDS themselves are competition. They have significant numbers of users and suppliers under carefully structured contract designed to secure allegiance through price/technology/marketing options. They will use their position to transfer allegiance to their web linked and ultimately web based vehicles. For the near-term however, GDS legacy systems will remain integral to travel distribution due to their transaction processing and data storage capabilities. The advances in technology are nevertheless undermining the position of the GDS - despite their migration to hybrid web linked systems.



Hybrid systems already in existence are significant competitive forces - most specifically Expedia by Microsoft and Travelocity by Sabre who have a strong incumbent position - for the moment they transact via the GDS and hence are not a direct threat - but they will migrate to the web alone. Independents will also aim for this space - existing major individual suppliers and users, organizations representing agents and users and non-travel companies seeing market opportunity.



The travel and
tourism industry is in a state of rapid technological change and we may not be
able to keep up. As a result, our products may become obsolete or unattractive. The industry is characterized by rapid technological change.

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In addition to frequent improvements of existing technology, there is frequent introduction of new technologies leading to more complex and powerful products. Keeping up with these changes requires significant management, technological and financial resources. As a small company, we do not have the management, technological and financial resources that larger companies in our industry may have. There can be no assurance that we will be able or successful in enhancing our existing products, or in developing, manufacturing and marketing new products. An inability to do so would adversely affect our business, financial condition and results of operations.



Our portfolio company is a young, development stage company that has never been profitable.

Since incorporation we have not achieved profitability. Global Travel Exchange, Inc. is a development stage company that has recently begun to implement its business plan. The likelihood of success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new business and the competitive environment in which we will operate. Our long-term viability, profitability and growth will depend upon successful commercialization of existing products, and the development and commercialization of new products relative to its business plan. Such performance must be considered in light of the risks, expenses and difficulties frequently encountered in establishing new products and markets in the evolving, highly competitive field of travel.



We have incurred substantial costs to build the foundations of our business. From our inception to the date of this report we have retained a deficit. We expect our operating losses and negative cash flows to continue into the future as we continue to incur significant expenses in marketing our products and establishing an inventory. Although our revenues are increasing, they will need to continue growing substantially in order for us to achieve profitability. Due to our limited operating history, it is difficult to predict whether we will be profitable in the future. Even if we do become profitable, we cannot assure you that we can sustain or increase profitability on a quarterly or annual basis in the future. If our revenues grow slower than we anticipate, or if our operating expenses exceed our expectations or cannot be adjusted accordingly, our business will be materially adversely affected.



There is Potential Product Liability for the Products We May Sell.



Consumers may sue us if any of the products that it may sell are defective, fail to perform properly or injure the user. We have very limited experience in the sale of products and the development of relationships with suppliers of such products. We may be exposed to liability claims in connection with the information it provides. There can be no assurance that insurance coverage will be sufficient for every covered loss or that insurance coverage will continue to be available at premium rates that we can afford. Liability claims could require us to spend significant time and money in litigation and to pay significant damages. As a result, these claims, whether or not successful, could seriously damage our reputation and business.



We may not be able to adequately protect our proprietary rights.

Our products are valuable based in large part on their proprietary nature. Our ability to market our products and take advantage of our know-how depends upon our ability to prevent others from infringing upon our intellectual property and other proprietary rights. We rely upon a combination of statutory protections and common law rights to establish and protect our proprietary rights. While we intend to monitor closely and take steps to protect our intellectual property rights, including (among other things) obtaining signed non-disclosure agreements prior to disclosing confidential information, there can be no assurance that these rights will remain protected in any or all markets, or that unauthorized third parties will not gain access to, and potentially impair or destroy, protected intellectual property rights. We may not have knowledge of any infringement or violation of our rights in time to protect them, and, even if we do, we may not have sufficient resources to engage in protracted and expensive litigation or other means to enforce our rights. If any of our material intellectual property rights were to be infringed upon, it could have a materially adverse impact upon our business and financial condition. Similarly, if any party were to assert that our technology infringes upon the rights of others, it could also have a materially adverse impact upon our ability to conduct our business, and/or our financial condition or future prospects, even if that assertion was ultimately found to be untrue.

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Laws and regulations may prohibit or severely restrict our direct sales efforts and cause our sales and profitability to decline.

Various government agencies in the United States and throughout the world regulate direct sales practices. If we are unable to continue our business in our existing markets or commence operations in new markets because of these laws, our revenue and profitability will decline. Additionally, government agencies and courts in the countries where we operate may use their powers and discretion in interpreting and applying laws in a manner that limits our ability to operate or otherwise harms our business. Also, if any governmental authority brings a regulatory enforcement action against us that interrupts our direct sales efforts, or which results in a significant fine or penalty assessed against us, our business could suffer.



Government regulation of certain of our products may restrict our ability to introduce or maintain these products in some markets and could harm our business as a result.

Our products and our related marketing and advertising efforts are subject to extensive government regulation. We may be unable to introduce our products in some markets if we fail to obtain needed regulatory approvals, or if any product ingredients are prohibited. Failure to introduce or delays in introducing our products could reduce our revenue and decrease our profitability. Even where our products are currently marketed, the applicable governments could change their laws, making it impossible for us to maintain sales in those areas. Either an inability to introduce our products into new geographic markets or our inability to continue to market and sell them in our existing markets, would have a materially adverse effect upon our business and financial condition.



Our failure to comply with government regulation may result in significant penalties or claims, any of which may result in enforcement action by the relevant regulatory agency.



We must comply with laws and regulations relating to the travel industry and the sale of travel services. These include registering with various states and countries as a seller of travel, complying with certain disclosure requirements and participating in state restitution funds. Both the Federal Trade Commission (FTC) and the U.S. Department of Transportation (DOT) take the position that their regulations prohibiting unfair and deceptive advertising practices apply to our business. The FTC recently released guidance to Internet search companies concerning the inclusion of paid advertising and paid placement within search engine results. The guidance announced the FTC's staff's view that Internet search engines that fail to disclose paid placement and paid advertising may be misleading consumers and may thus be violating federal law. Although we are not an Internet search engine, the FTC has indicated that its guidance may apply to advertising and placement on travel websites.



In addition, our travel planning services are indirectly affected by regulatory and legal uncertainties affecting travel suppliers and global distribution systems. The DOT is considering whether to apply rules that are similar to its global distribution systems rules to online travel services. If the DOT elects to regulate online travel service providers' fare displays, it may limit our ability to merchandise air travel. The DOT is also proposing to amend policies regarding advertising of air tickets, to require that agency service fees be stated separately from the price being charged by the airlines. Our current service fee disclosure practices differ from those proposed by the DOT. If the service fee proposal is adopted, we may have less flexibility regarding merchandising air travel on our domestic websites.



Government regulation of the Internet may change and have an adverse effect on our business.

Currently, few laws and regulations apply directly to the Internet and commercial online services and, to the extent such laws exist or apply to us, we believe we are in compliance with all of them. The following summary does not purport to be a complete discussion of all enacted or pending regulations and policies that may affect our business. This summary focuses primarily on the enacted federal, state and international legislation specific to businesses that operate as we do. For further information concerning the nature and extent of federal, state and international regulation of online businesses, please review public notices and rulings of the U.S. Congress, state and local legislature and international bodies. Due to the growth of the Internet and online commerce, coupled with publicity regarding Internet fraud, new laws and regulations are continually being considered (at the federal, state and international levels) regarding property ownership, sales and other taxes, pricing and content, advertising, intellectual property rights, libel, user privacy, and information security. New laws or different applications of existing laws would likely impose additional burdens on companies conducting business online and may decrease the growth of the Internet or commercial online services. In turn, this could decrease the demand for our products and services or increase our cost of doing business. We cannot predict whether any of the legislation currently pending will be enacted and what effect, if any, it would have on our company.

11

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Although the personally identifiable information collected from an individual is used to only fulfill their request the potential for this information to be misused exists.



As an online business, customers provide us with personally identifiable information (PII) that has been specifically and voluntarily given. PII includes information that can identify a customer as a specific individual, such as name, phone number, or e-mail address. This information is used only for the purpose of responding to and fulfilling customer requests for our travel products and services. We only share customer PII with our authorized travel service providers or as required by law, and only as necessary in order to complete a transaction that customers specifically request. We do not sell or rent PII to anyone. We provide customers with choice and control over the collection and use of their PII, as well as a means of updating, correcting, or removing any PII stored in their customer profile. Customers are provided the opportunity to specifically choose the promotional marketing communications they wish to receive from our company. If they choose to opt-out any of the promotional communication services that we provide, then we will only send communication that relates to a specific travel purchase they have made through us.



Current U.S. Federal privacy regulations may change and adversely affect our business.

Current privacy laws are focused on financial institutions, health care providers, and companies that voluntarily solicit information from children. Additionally, the Federal Trade Commission has a role in consumer privacy protection and is involved with related enforcement activities. Customers are provided the opportunity to specifically choose the promotional marketing communications they wish to receive from our company. If they choose to opt-out any of the promotional e-mail services that we provide, then we will only send e-mail that relates to a specific travel purchase they have made through us. Increasing concern over consumer privacy, including the use of the Internet for conducting transactions and electronic commerce, has led to the introduction of legislation at the federal level. There is also legislation pending to regulate unsolicited commercial email. Expedia does send unsolicited commercial email. We cannot predict whether any of the legislation currently pending will be enacted and what effect, if any, it would have on our company.



Current State privacy regulations may change and adversely affect our business.

Many states have enacted or are considering legislation to regulate the protection of consumer's private information and unsolicited commercial email on the internet. The legislation that has become state law is a small percentage of the number still pending, and is similar to what has been introduced at the federal level. We cannot predict whether any of the proposed state privacy legislation currently pending will be enacted and what effect, if any, it would have on our company.



Current International privacy regulations may change and adversely affect our business.

The primary international privacy regulations to which our international operations are subject are Canada's Personal Information and Protection of Electronic Documents Act and the European Union Data Protection Directive:



Canada: The Personal Information and Protection of Electronic Documents Act (PIPEDA) provides Canadian residents with privacy protections in regard to transactions with businesses and organizations in the private sector. PIPEDA recognizes the individual's right to privacy of their personal information. Additionally, it recognizes the need of organizations to collect, use and share personal information and establishes rules for handling personal information. On January 1, 2004, PIPEDA extends to the collection, use, or disclosure of personal information in the course of any commercial activity within a province.



Europe: Individual countries within the European Union (EU) have specific regulations related to the transborder dataflow of personal information (i.e., sending personal information from one country to another). The EU Data Protection Directive encompasses many of these individual regulations and requires companies doing business in EU member states to comply with its standards. It provides for specific regulations requiring all non-EU countries doing business with EU member states to provide adequate data privacy protection when sending personal data from any of the EU member states. Effective July 25, 2000, the EU member states adopted a safe-harbor arrangement that provides that U.S. organizations can adopt procedures that comply with European privacy regulations and can certify their compliance through notice to the U.S. Department of Commerce. Participation in the safe harbor is voluntary and indicates that the organization provides an adequate level of privacy protection and qualifies the company to receive data from EU member states. A company does not have to join the safe harbor to be in compliance with the EU Data Protection Directive. It may choose instead to seek approval for the data transfers from the specific individual. U.S. companies that avail themselves of the safe harbor arrangement are subject to oversight and possible enforcement actions by the Federal Trade Commission or the Department of Transportation (which has authority over "ticket agents") if they violate the provisions of their certification. Such violations may be found to be unfair and deceptive practices.

12

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ITEM 7.

FINANCIAL STATEMENTS

See the financial statements annexed to this report.

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On December 8, 2004 the Board of Directors of GTREX, Inc. engaged Chisholm, Bierwolf & Nilson, Certified Public Accounts as its independent auditors.  The former auditors, Peterson & Company, LLP, have indicated that they no longer wish to be the independent auditor for GTREX, Inc.  There were no disagreements between the predecessor auditors and the Companys management or Audit Committee.

On April 5, 2004 the Company notified the SEC that it had engaged Peterson & Co., LLP, Certified Public Accounts as certifying accountants.  The Companys predecessor certifying accountants, Moore Stephens Ellis Foster, have indicated that they no longer wish to be engaged as the independent auditor for GTREX, Inc.  There were no disagreements between the predecessor auditors and the Companys management or Audit Committee.

PART III.

ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The executive officers and directors of the Company as of December 31, 2004 are as follows:



|Name             | Age | Position         
|---------------- | --- | -----------------
|                 |     |                  
|Chris Berlandier | 36  | CEO, and Chairman
|Ken  Wiedrich    | 58  | Secretary, CFO   
|James Bickel     | 67  | Director         
|Bruce Ruberg     | 48  | Director         

The business experience of each of the persons listed above is as follows:

Christopher Berlandier, CEO, Chairman.Mr. Berlandier is an experienced entrepreneur in technology and system services companies. With his rich business and information technology background, Mr. Berlandier has initiated and led to growth of several software consulting and product development companies over the last fifteen years. As founder, CEO and CTO, he led the creation and development of Secure Software Inc. that provides corporations and government entities with a portable and scalable collaborative security software solution that is efficient, cost-effective and maintenance free. Mr. Berlandier was awarded Congressional Medal of merit for Small Business Contribution to the community and was appointed to the National Business Advisory Council. Mr. Berlandier studied computer science and business administration at California State University, Long Beach.

13

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Ken Wiedrich, CFO, Secretary -  Mr. Wiedrich has over 33 years of experience in operational accounting and finance functions in a variety of businesses within the service, construction and manufacturing industries. Mr. Wiedrich has experience in the use of several automated accounting systems including MAS90, Peachtree, and QuickBooks. Mr. Wiedrich has experience with government cost accounting methods and all related government acquisition regulations. In his capacity as the Chief Financial Officer for RI-Tech, Inc., he was responsible for the day to day administrative functions of the company, as well as all accounting and financial aspects of the business. Mr. Wiedrich was involved in raising money through a private placement and the long term financing for Ri-Tech.  Mr. Wiedrich currently serves on the Board of Directors for Bluetorch, Inc. and as Chief Financial Officer and Secretary for S3 Investment Company, Inc and Secretary of CLX Investment Company, Inc. as well as the Chief Financial Officer and Secretary of GTREX Capital, Inc.

James Bickel, Director- Mr. Bickel has over 40 years experience in sales and senior management positions with manufacturing based companies, serving as the president of Allison Spring and Manufacturing (1968-1973), Bicor Machinery and Manufacturing (1974-1979), and Keel Corporation (1980-1986), all California based manufacturing companies of high tech metal parts and assemblies.  From 1986 through 2002, Mr. Bickel served as vice president of Uniglobe USA and president of Uniglobe Midpacific, assisting in building a national travel franchise system with over 900 locations and later built golf retail franchise system. Since 2002, Mr. Bickel has acted as vice president and secretary of World Health and Education Foundation and as vice chairman of MedChannel LLC, a medical device company serving radiology and surgical markets.

Bruce Ruberg, Director  Mr. Ruberg graduated from the University of Illinois at Urbana - Champaign with a B.S. in Accounting. Mr. Ruberg has over 25 years experience as a finance executive and is the current vice president of finance and controller with Aspect Communications, a leading provider of Call Center solutions and applications located in San Jose, California. From 1999 through 2002, Mr. Ruberg served as vice president of finance and controller with Zhone Technologies, the companys primary strategy was to develop products by acquiring companies and technologies that could be brought together that combine a unique offering. In addition, his past experiences have included several management and controller positions with various distribution and communication companies. Mr. Ruberg brings a high level of management and finance skills, and will provide GTREX Capital with a wealth of experience as a director.



Meetings

During the year ended December 31, 2004 the Board of Directors met on four occasions.  Each incumbent Director attended at least 75% of the total number of meetings of the Board of Directors.

Compensation Of Directors

Subsequent to December 31, 2004 the Company entered into an agreement with our independent directors to have each be compensated $1,000 each per month for services provided as a Director.  Our independent directors received no other consideration in exchange for their services to the company, nor did they perform any service that would fall outside the scope of their duties as directors.

ITEM 10.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the annual and long-term compensation for services in all capacities for the year ended December 31, 2004 paid to Christopher Berlandier and Kailash Khanna.  Kailash Khanna was our Chief Executive Officer through August of 2004 when Christopher Berlandier replaced him.  At the end of the year Mr. Berlandier had accumulated $43,350 in deferred salary that the Company elected to pay to Mr. Berlandier in the from of restricted stock valued at $.01 per share.  No other executive officers received compensation exceeding $100,000 during the year ended December 31, 2004.

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|Summary Compensation Table 
|---------------------------
|                           
|                           
|                           
|Name and Principal Position
|Kailash Khanna             
|Christopher Berlandier     



Employment Agreements

The Company does not currently have any employment agreements in place.  It does have a management contract in place with Javelin Advisory Group for administrative services.  The contract is for twelve months at $15,000 per month and includes all management and administrative costs.  This service will provide all administrative and public relations functions and will eliminate all other overhead and fixed costs associated with administrative personnel.

Indemnification

As permitted by the provisions of the General Corporation Law of the State of Delaware, the Company has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation if such officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company.  Any such person may be indemnified against expenses, including attorneys fees, judgments, fines and settlements in defense of any action, suit or proceeding.  The Company does not maintain directors and officers liability insurance.

Compliance With Section 16(a) of the Securities Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange commission initial reports of ownership and reports of changes in ownership of Common Stock and other of our equity securities.  Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, officers and directors of the company have filed the required reports with respect to our stock.

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ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, to the best knowledge of the Company, as of December 31, 2004 with respect to each person known by GTREX, Inc. to own beneficially more than 5% of the outstanding Common Stock, each director and officer, and all directors and officers as a group.



|Name and
  Address (1)                              | Title of
  Class                 | Amount
  Owned       | Percentage
  of Class (2)
|--------------------------------------------------- | -------------------------------- | -------------------- | -------------------------
|Christopher Berlandier     
Director                | Common
  Series A Preferred(4)   | 457,400
  10,000,000 | 2.2%
  100%              
|James Bickel
  Director                             | Common                           | -0-                  | N/A                      
|Bruce Ruberg 
Director                              | Common                           | -0-                  | N/A                      
|Ken Wiedrich
Secretary, CFO                         | Common                           | -0-                  | N/A                      
|All Directors and Officers as a group
  (4 persons) | Common  
  Series A Preferred(3) | 457,400
  10,000,000 | 2.2%          
  100%    



(1) Unless indicated otherwise, the address for each of the above listed is c/o GTREX Capital, Inc at 65 Enterprise, Aliso Viejo, CA  92656.

(2) The above percentages are based on 21,118,800 outstanding shares of common as of March
30, 2005.

(3)  Series A Preferred Stock has no voting
rights, but is convertible in to common stock on a 1:1 basis after a twelve
month period. Series A Preferred can, as a class, elect a majority of the Board
of Directors, provided that a majority of the Board is, at all times,
independent. 
(4) On February 10, 2005, the Board of Directors approved the issuance of
10,000,000 shares of Series A preferred stock to Christopher Berlandier in
exchange for 5,000,000 shares of common stock duly tendered to the Company.  The
10,000,000 shares have not actually been issued as of March 30, 2005.

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Companys officers and directors are subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which the Company has indicated an interest, either through its proposed business plan or by way of an express statement of interest contained in the Companys minutes. If directors are presented with business opportunities that may conflict with business interests identified by the Company, such opportunities must be promptly disclosed to the Board of Directors and made available to the Company. In the event the Board shall reject an opportunity that was presented to it and only in that event, any of the Companys officers and directors may avail themselves of such an opportunity. Every effort will be made to resolve any conflicts that may arise in favor of the Company. There can be no assurance, however, that these efforts will be successful.

ITEM 13.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Based on an evaluation under the supervision and with the participation of the our management as of a date within 90 days of the filing date of this Annual Report on Form
10-KSB, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote.

16

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ITEM 14.         EXHIBITS AND REPORTS ON FORM 8-K



(a)(1)(2)

Financial Statements.  See index to financial statements and supporting schedules.



(a)(3)

Exhibits.

The following exhibits are filed as part of this statement:



The exhibits listed below are required by Item 601 of Regulation S-B.  Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form
10-KSB has been identified.



|Exhibit No. | Description                                                                                                                       | Location                                                            
|----------- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------
|3.1         | Articles of Incorporation                                                                                                         | Incorporated by reference to corresponding Exhibit previously filed.
|3.2         | Bylaws                                                                                                                            | Incorporated by reference to corresponding Exhibit previously filed.
|4.1         | Form of Common Stock Certificate                                                                                                  | Incorporated by reference to corresponding Exhibit previously filed.
|99.1        | CEO Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith.                                                     
|99.2        | CFO Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith.                                                     



(b)

Reports on Form 8-K



Form 8-K filed on January 23, 2004 in which the Company announced the resignation of one of the five members of the Board of Directors and the appointment of four new members of the Board of Directors.  The Company also announced the resignation of the Chief Executive Officer as well as the resignation of Secretary and Treasurer of the Company and the appointment of new Officers by the Board of Directors to take their place.  The Company also announced changes in control of the Company.



Form 8-K filed on February 27, 2004 in which the Company announced that it had amended its articles of incorporation to change its name to GTREX, Inc. and increase its total share authorization to 100,000,000 shares of common stock, $0.0001 par value. In addition, the Company also changed its principal place of business to 515 Madison Avenue, 21st Floor, New York, NY  10022.



Form 8-K filed on March 12, 2004 in which the Company announced that it had entered into an agreement to acquire GTREX-Global Travel Exchange, Inc., a privately held Delaware corporation in a share for share exchange.



Form 8-K filed on March 12, 2004 in which the Company announced the resignation of three of the five members of the Board of Directors in connection with a plan to streamline Company operations.  No letters of disagreements with the Company were tendered by these directors in connection with the resignations.



Form 8-K filed on April 5, 2004 in which the Company notified the SEC that it had engaged Peterson & Co., LLP, Certified Public Accounts as certifying accountants.  The Companys predecessor certifying accountants, Moore Stephens Ellis Foster, have indicated that they no longer wish to be engaged as the independent auditor for GTREX, Inc.  There were no disagreements between the predecessor auditors and the Companys management or Audit Committee.

Form 8-K filed on December 8, 2004 in which the Board of Directors of GTREX, Inc. engaged Chisholm, Bierwolf & Nilson, Certified Public Accounts as its independent auditors.  The former auditors, Peterson & Company, LLP, were dismissed as the independent auditor for GTREX, Inc.  There were no disagreements between the predecessor auditors and the Companys management or Audit Committee.

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ITEM 15.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by the Company's auditors for the professional services rendered in connection with the audit of the Company's annual financial statements for fiscal 2004 were approximately $47,032.  The prior auditors fees for the reviews and audits of the financial statements for 2003 were $5,000.

Audit Related Fees



None



Tax Fees

None

All Other Fees

The aggregate fees billed by the Company's auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting in fiscal 2004 and 2003 were $0 and $0, respectively.







18

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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act. The Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

GTREX Capital, INC.

|By:/S/ Christopher
Berlandier
Christopher Berlandier
Chief Executive Officer
|----------------------------------------------------------------------------





Dated: May 13, 2005

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.



|SIGNATURE                 | TITLE    | DATE        
|------------------------- | -------- | ------------
|                          |          |             
|/s/Christopher Berlandier |          |             
|Christopher Berlandier    | Director | May 13, 2005
|                          |          |             
|/s/James Bickel           |          |             
|James Bickel              | Director | May 13, 2005
|                          |          |             
|/s/Bruce Ruberg           |          |             
|Bruce Ruberg              | Director | May 13, 2005
|                          |          |             



19

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GTREX, INC.

(formerly Apollo Holdings, Inc.)



FINANCIAL STATEMENTS



December 31, 2004 and 2003















---





|CONTENTS                                               
|-------------------------------------------------------
|                                                       
|Report of Independent Registered Public Accounting Exam
|                                                       
|Balance Sheets                                         
|                                                       
|Statements of Operations                               
|                                                       
|Statements of Stockholders' Equity (Deficit)           
|                                                       
|Statements of Cash Flows                               
|                                                       
|Notes to the Financial Statements                      







F2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









The Board of Directors

GTREX, Inc. and Subsidiaries

Temecula, California



We have audited the accompanying
consolidated balance sheets of GTREX, Inc. and Subsidiaries as of December 31, 2004
and 2003, and the related consolidated statements of operations, stockholders equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audit in accordance with
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
consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
consolidated 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
consolidated financial position of GTREX, Inc. and Subsidiaries as of December 31, 2004 and 2003,
and the consolidated results of their operations and their 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 the Company will continue as a going concern.
As discussed in Note 3 to the consolidated financial statements, the Company has
a working capital deficit and has suffered recurring losses to date, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.









Chisholm, Beirwolf & Nilson,
LLC

Bountiful, Utah

May 9, 2005











F3

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|GTREX, Inc.                          |                                                                                                                                          |         
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------- | --------
|(A Development Stage Company)        |                                                                                                                                         
|Balance Sheet                        |                                                                                                                                         
|                                     |                                                                                                                                          |         
|ASSETS                               |                                                                                                                                         
|                                     |                                                                                                                                          |         
|2004                                 | 2003                                                                                                                                    
|Current Assets                       |                                                                                                                                          |         
|                                     | Cash (Note 1)                                                                                                                            | $       
|                                     | Cash in Trust                                                                                                                            |         
|                                     | Prepaid Expense                                                                                                                          |         
|Total Current Assets                 |                                                                                                                                          | 10,673  
|Fixed Assets (Note 1)                |                                                                                                                                          |         
|                                     | Equipment and Software, Net of accumulated depreciation of $4,482 and $717
    as of December 31, 
    2004 and 2003 respectively        |         
|Total Assets                         | $                                                                                                                                        | 29,233  
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                          |         
|Current Liabilities                  |                                                                                                                                          |         
|                                     | Accounts Payable                                                                                                                         | $       
|                                     | Accrued Liabilities                                                                                                                      |         
|                                     | Convertible Debentures, (see note 4)                                                                                                     |         
|Total Current Liabilities            |                                                                                                                                          | 81,155  
|Long Term Liabilities                |                                                                                                                                          |         
|Stockholders' Equity                 |                                                                                                                                          |         
|                                     | Common Stock,  Authorized 100,000,000 Shares, $0.0001 Par Value, 23,358,800
    and 8,419,400 Shares Issued and Outstanding respectively |         
|                                     | Additional Paid in Capital                                                                                                               |         
|                                     | Deficit accumulated during the development stage                                                                                         |         
|Total Stockholders' Equity (Deficit) |                                                                                                                                          | (51,922)
|                                     | Total Liabilities and Stockholders' Equity (Deficit)                                                                                     | $       







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

F4

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|GTREX, Inc.
    (A Development Stage Company)
    Statements of Operations |                |             
|-------------------------------------------------------------------------- | -------------- | ------------
|                                                                           | From Inception
|                                                                           |                |             
|Year Ended                                                                 | Year Ended     | through     
|December 31,                                                               | December 31,   | December 31,
|                                                                           |                |             
|Total Revenues                                                             | $              | -           
|Operating Expenses                                                         |                |             
|General & Administrative                                                   |                | 677,968     
|Total Operating Expenses                                                   |                | 677,968     
|Net Operating Income (Loss)                                                |                | (677,968)   
|Other Income (Expense)                                                     |                |             
|Debt Forgiveness                                                           |                |             
|Interest Income (Expense)                                                  |                | (19,971)    
|Loss on Disposition of Assets                                              |                | (78,868)    
|Total Other Income (Expense)                                               |                | (98,839)    
|Income (Loss) Before Income Taxes                                          |                | (776,807)   
|Income Tax Expense                                                         |                | -           
|Net Loss                                                                   | $              | (776,807)   
|Net Loss Per Share                                                         | $              | (0.05)      
|Weighted Average Shares Outstanding                                        |                | 15,820,970  









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

F5

---

|GTREX, Inc.                                                           
|----------------------------------------------------------------------
|Statements of Stockholders' Equity (Deficit)                          
|                                                                      
|                                                                      
|                                                                      
|Common Stock issued to founders                                       
|Common Stock issued for Cash, December 1999                           
|Warrants issued for services                                          
|Common Stock issued for Services                                      
|Net (loss) for period June 14, 1999 (inception) to April 30, 
    2000
|Balance, April 30, 2000                                               
|Common Stock issued for services                                      
|Discount of debt issued with detachable warrants                      
|Warrants exercised                                                    
|Net (loss) for the year ended April 30, 2001                          
|Balance, April 30, 2001                                               
|Common Stock issued for Cash, June 2001                               
|Warrants issued for services                                          
|Common Stock issued for services                                      
|Net (loss) for the year ended April 30, 2002                          
|Balance, April 30, 2002                                               
|Common stock issued for services                                      
|Net (loss) for the year ended April 30, 2003                          
|Balance, April 30, 2003                                               
|Common Stock issued for cash                                          
|Contribution of Salaries (service)                                    
|Net profit for the year ended December 31, 2003                       
|Balance, December 31, 2003                                            
|Warrants exchanged for shares                                         
|Balance at time of merger                                             
|March 2004 - merger and recapitalization                              
|June  2004 - stock issued for cash                                    
|September  2004 - stock issued for cash                               
|December  2004 - stock issued for services                            
|Beneficial conversion expense related to convertible
    debentures   
|Net (loss) for the year ended December 31, 2004                       
|Balance, December 31, 2004                                            
|                                                                      
|                                                                      

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

F6

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|GTREX, Inc                                                            |              |                |               
|--------------------------------------------------------------------- | ------------ | -------------- | --------------
|Statements of Cash Flows                                              |              |               
|                                                                      |              | From Inception
|                                                                      |              |                | For the Fiscal
|Year Ended                                                            | Year Ended   |                | Through       
|December 31,                                                          | December 31, |                | December 31,  
|                                                                      |              |                | 2004          
|Cash Flows from Operating Activities:                                 |              |                |               
|Net Income (Loss)                                                     |              | $              | (776,807)     
|Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: |              |                |               
|Reverse merger adjustment                                             |              |                | (110,799)     
|Depreciation and Amortization                                         |              |                | 4,482         
|Beneficial Conversion Expense                                         |              |                | 20,000        
|Discount on debt                                                      |              |                | -             
|Stock issued for expense                                              |              |                | -             
|Warrants exercised for services                                       |              |                | 40,000        
|Loss on Disposition of Assets                                         |              |                | 78,868        
|Stock issued for services                                             |              |                | 102,700       
|Changes in Operating Assets and Liabilities:                          |              |                |               
|(Increase) Decrease in Prepaid Expense                                |              |                | 3,141         
|Increase (Decrease) in Accounts Payable                               |              |                | 59,574        
|(Decrease) Increase in Accrued Expenses                               |              |                | (9,475)       
|Net Cash (Used) by Operating Activities                               |              |                | (588,316)     
|Cash Flows from Investing Activities:                                 |              |                |               
|Investment in software Development                                    |              |                | -             
|Purchase of Equipment                                                 |              |                | -             
|Net Cash Provided (Used) by Investing Activities                      |              |                | -             
|Cash Flows from Financing Activities:                                 |              |                |               
|Common Stock issued for Cash                                          |              |                | 248,000       
|Proceeds from Issuance of Convertible Debentures                      |              |                | 20,000        
|Net Cash Provided (Used) by Financing Activities                      |              |                | 268,000       
|Increase (Decrease) in Cash                                           |              |                | (320,316)     
|Cash and Cash Equivalents at Beginning of Period                      |              |                | 330,989       
|Cash and Cash Equivalents at End of Period                            |              | $              | 10,673        
|Cash Paid For:                                                        |              |                |               
|Interest                                                              |              | $              | -             
|Income Taxes                                                          |              | $              | -             
|Non-Cash Investing and Financing Activities:                          |              |                |               
|Warrants exercised through retirement of debt                         |              |                |               
|Conversion of note payable and accrued interest into common stock     |              | $              | -             
|Acquisition of platform development recorded as an accrued liability  |              | $              | -             
|                                                                      |              |               
|                                                                      |              |               



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

F7

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GTREX, INC.

Notes to the Financial Statements

December 31, 2004 and 2003



NOTE 1 - NATURE OF ORGANIZATION





This summary of significant accounting policies of GTREX, Inc. and Subsidiaries is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.



a.

Organization and Business Activities



GTREX, Inc., formerly Apollo Holdings, Inc. ("the Company" or "GRXI") a Delaware Corporation, is an alternative Global Distribution System (GDS) providing direct access to reservation systems of major travel suppliers - airlines, cruise lines, hotels, car rental companies and providers of other travel amenities worldwide. The Company searches for availability and price for the itinerary suggested by the buyer over all direct connected suppliers and global distribution systems and presents the aggregated result in the format preferred by the buyer. Besides improved brand and revenue management, suppliers save distribution costs while providing efficient service to major customers through direct connection. The Company will provide integrated and seamless web-based linkage from the supplier's reservation systems direct to the systems of their selected buyers and serve as a reservation service between them, obviating the need and cost of the traditional Global Distribution Systems (GDS).



GTREX, Inc. was organized as Apollo Holdings, Inc under the laws of the State of Delaware. In December of 2003 the Company abandoned the original business plan due to difficulties faced by the Company in creating sustainable business in both our business models relating to anti-piracy software services that was offered to corporations with digital assets and the competition in web-based business-to-business intellectual property exchanges. The Company sought other business opportunities and in March of 2004 completed a merger with GTREX- Global Travel Exchange, Inc. a privately held Delaware Corporation that was incorporated on June 14, 1999 to engage in the travel and tourism business. The Company, in anticipation of the merger, changed its name from Apollo Holdings, Inc to GTREX, Inc on February 24, 2004. The Company exchanged 8,819,400 shares of newly issued common stock for 8,819,400 shares of the private company of which 7,942,068 shares have been issued.  The reorganization was recorded as a reverse acquisition using the purchase method of business combination.  In a reverse acquisition all accounting history becomes, that of the accounting acquirer, therefore all historical information prior to the acquisition is that of GTREX- Global Travel Exchange, Inc.  The shares issued to the shareholders of
Global Travel Exchange, Inc. have been stated retroactively, as though a 3 for 1 stock split occurred.  The reverse merger adjustment is therefore all the shares held by the GTREX,
Inc. shareholders prior to the acquisition..



The Company has primarily concentrated on developing the software and hardware for its core product for the fiscal year ended December 31, 2004. No revenues have been generated to date. It is, however, anticipated that the travel distribution platform will be completed in the first quarter of 2005 with sales of product beginning in the first quarter of 2005 as well.



b.   Revenue Recognition



The Company recognizes income and expense on the accrual basis of accounting.



c.

Cash and Cash Equivalents



For the purpose of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.





d.

Fixed Assets



The Companys property consists of computers and computer equipment that is housed in a third party data center and operated 24 hours a day 7 days a week.  The property is depreciated in a straight-line basis over five years.

|Fixed Asset Schedule       |   |        |   |        
|-------------------------- | - | ------ | - | -------
|                           |   | 2004   |   | 2003   
|Fixed Assets:              |   |        |   |        
|Equipment                  | $ | 23,042 | $ | 23,042 
|Software Development       |   |        |   | 78,868 
|Total                      | $ | 23,042 | $ | 101,910
|Less Depreciation          |   | 4,4482 |   | 717    
|Net Equipment and Software | $ | 18,560 | $ | 101,193



F8

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e. Software Capitalization Policy



All costs associated with the development of the platform software for the alternative Global Distribution System will be capitalized.  Costs will almost exclusively consist of wages and consulting fees of programmers.  Only consulting fees of those directly writing the software code will be included.  As of December 31, 2004 the software development was deemed impaired and was written off.



f.  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 the estimates.



g.  Loss Per Share



The computation of loss per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.   Common stock equivalents consisting of convertible debt and preferred stock have not been included in the calculation of loss per share.



|                                                                           |   | Income (Loss)
  (numerator) |  | Shares
  (denominator) |  | Per Share
Amount
|-------------------------------------------------------------------------- | - | --------------------------- |  | ---------------------- |  | ----------------
|For the year ended December 31, 2004
Basic EPS
Loss to common stockholders | $ | (776,807)                   |  | 15,820,970             |  | (.05)           
|For the year ended December 31, 2003
Basic EPS
Loss to common stockholders | $ | 3,017                       |  | 6,951,589              |  | .00             





h.  Provision for Income Taxes



No provision for income taxes have been recorded due to net operating loss carryforwards totaling approximately $956,742 that will be offset against future taxable income.  These NOL carryforwards begin to expire in the year 2006.  No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforward will expire unused.



Deferred tax asset and the valuation account is as follows at December 31, 2004 and 2003:





|                    |   | December 31,
|------------------- | - | ------------
|                    |   | 2004        
|Deferred Tax Asset: |   |             
|NOL Carryforward    | $ | 325,292     
|                    |   |             
|Valuation allowance |   | (325,292)   
|                    |   |             
|                    | $ | -           





j.  Recent Accounting Pronouncements



During the year ended December 31, 2004, the Company adopted the following accounting pronouncements:





SFAS No. 123 -- In December 2004, FASB issued a revision to SFAS 123 Share-Based Payment. This Statement is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. This Statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. The Company does not believe adoption of this revision will have a material impact on the Companys consolidated financial statements.



F9

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SFAS No. 153 -- In December 2004, FASB issued SFAS 153 Exchanges of Nonmonetary Assetsan amendment of APB Opinion No. 29.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company does not believe adoption of SFAS 153 will have any impact on the Companys consolidated financial statements.



SFAS No. 152 -- In December 2004, FASB issued SFAS 152 Accounting for Real Estate Time-Sharing Transactionsan amendment of FASB Statements No. 66 and 67. This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. The Company does not believe adoption of SFAS 152 will have any impact on the Companys consolidated financial statements.



SFAS No. 151 -- In November 2004, the FASB issued SFAS 151 Inventory Costsan amendment of ARB No. 43. This Statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously stated that . . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and re-handling costs may be so abnormal as to require treatment as current period charges. . . .  This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal.  In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this Statement shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe adoption of SFAS 151 will have any impact on the Companys consolidated financial statements.

SFAS No. 132 -- In December 2003, FASB issued a revision to SFAS 132 Employers Disclosures about Pensions and Other Postretirement Benefitsan amendment of FASB Statements No. 87, 88, and 106. This Statement revises employers disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by FASB Statements No. 87, Employers Accounting for Pensions, No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions. This Statement retains the disclosure requirements contained in FASB Statement No. 132, Employers Disclosures about Pensions and Other Postretirement Benefits, which it replaces. It requires additional disclosures to those in the original Statement 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The required information should be provided separately for pension plans and for other postretirement benefit plans. The Company does not believe adoption of  this revision will have a material impact on the Companys consolidated financial statements.

F10

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SFAS No. 150 -- In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with characteristics of both Liabilities and Equity.  This new statement changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity or classifications between liabilities and equity in a section that has been know as mezzanine capital.  It requires that those certain instruments be classified as liabilities in balance sheets.  Most of the guidance in SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003.  The adoption of SFAS 150 did not have any impact on the Companys consolidated financial statements.



SFAS No. 149 -- In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities.  SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133, Accounting for Derivative Instruments and Hedging Activities.  This Statement is effective for contracts entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003, with certain exceptions.  The adoption of SFAS 149 did not have any effect on the Companys consolidated financial statements.



SFAS No. 46 -- In January 2003, the FASB issued Interpretation 46, Consolidation of Variable Interest Entities (FIN 46), which addresses consolidation by business enterprises of variable interest entities.  FIN 46 clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the Characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.  The Company has not identified and does not expect to identify any variable interest entities that must be consolidated.





FASB Interpretation No. 45--  Guarantors Accounting and  Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others  an Interpretation of FASB Statements No. 5, 57 and 107.  The initial recognition and initial measurement provisions of this Interpretation are to be applied prospectively to guarantees issued or modified after December 31, 2002.  The disclosure requirements in the Interpretation were effective for financial statements of interim or annual periods ending after December 15, 2002.  The adoption of FASB Interpretation No. 45 did not have a material effect on the financial statements of the Company.



During the year ended December 31, 2004, the Company adopted the following Emerging Issues Task Force Consensuses:  EITF Issue No. 00-21 Revenue Arrangements with Multiple Deliverables, EITF Issue No. 01 8  Determining Whether an Arrangement Contains a Lease, EITF Issue No. 02-3 Issues Related to Accounting for Contracts Involved in Energy Trading and Risk Management Activities, EITF Issue No. 02-9 Accounting by a Reseller for Certain Consideration Received from a Vendor, EITF Issue No. 02-17,  Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination,  EITF Issue No. 02-18 Accounting for Subsequent Investments in an Investee after Suspension of Equity Method Loss Recognition, EITF Issue No. 03-1, The Meaning of Other Than Temporary and its Application to Certain Instruments, EITF Issue No. 03-5, Applicability of AICPA Statement of Position 9702, Software Revenue Recognition to Non-Software Deliverables in an Arrangement Containing More Than Incidental Software, EITF Issue No. 03-7, Accounting for the Settlement of the Equity Settled Portion of a Convertible Debt Instrument That Permits or Requires the Conversion Spread to be Settled in Stock, EITF Issue No. 03-10, Application of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to Consumers by Manufacturers.  These newly issued accounting pronouncements had no effect on the Companys current financial statements and did not impact the Company.



NOTE 2  FAIR VALUE OF FINANCIAL INSTRUMENTS



The fair value of the Companys cash and cash equivalents, receivables, accounts payable, accrued liabilities and notes payable approximate carrying value based on their effective interest rates compared to current market prices.

F11

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NOTE 3  GOING CONCERN



The accompanying financial statements have been prepare assuming that the Company will continue as a going concern.  The Companys current liabilities exceed their current assets and the Company has had recurring operating losses for the past several years and is dependent upon financing to continue operations.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  It is managements plan to complete the travel distribution platform within the first half of fiscal year 2005.  With this in place sales efforts will begin and connectivity agreements with suppliers can be completed.  Generated revenues from sales will supplement and eventually replace money raised through financing.  Any money raised by financing will not be used for continuing operations but for investment in portfolio companies to increase shareholder value.





NOTE 4  COMMITMENTS AND CONTINGENCIES



Lease

The Company has six month lease for 900 square feet of office space at 65 Enterprise, Aliso Viejo, CA for which it pays $1,400 per month.   The lease runs from March to August and
it is anticipated that at the end of the lease the Company will increase the amount of space it is renting to accommodate additional staff.



Litigation

The Company was named a defendant in the action Mark Aronson V. GTREX, Inc., filed in June of 2004.  The plaintiff sued GTREX along with thousands of other companies for putting out spam.  Although the Company does not send out any mail it chose not to defend itself because the legal cost had potential to cost more that the potential judgement.  Judgment was awarded to the plaintiff in the amount of $9,300.00.

Employment agreements

The Company has a management contract in place with Javelin Advisory Group for administrative services.  The contract is for 12 months at $15,000 per month and includes all management and administrative costs. This service will provide all administrative and public relations functions and will eliminate all other overhead and fixed costs associated with administrative personnel.





NOTE 5  STOCK TRANSACTIONS



In the Fiscal year ending December 31, 2003 the Company issued 1,325,000 shares of common stock for $511,250 in cash.  During the fiscal year ended December 31, 2004 the Company  Entered into a reverse merger with GTREX Global Travel Exchange, Inc.  The merger and recapitalization resulted in the issuance of 7,937,068 shares of common stock..  The Company also issued 1,467,332  shares of common stock between June and September of 2004.  The Company issued 5,135,000 shares of common stock for services rendered in December of 2004



There were no options or warrants issued in the fiscal year ending December 31, 2004.



NOTE 6 - CONVERTIBLE DEBENTURES



During the quarter ended December 31, 2004, the Company raised $20,000 of operating capital in the form of convertible debentures. The debentures have varying terms of 60 days to 90 days, accrue interest at 8% per annum, and convert at a discount of 50% of the closing bid for the Company's common stock on the date of conversion.   All convertible debentures are convertible at the option of the holder or the Company and automatically convert into common stock in the event of bankruptcy or liquidation.  The Company recorded a beneficial conversion expense of $20,000 during the fiscal year ending December 31, 2004.



NOTE 7 - SUBSEQUENT EVENTS



BDC Election



On January 25, 2005 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company is required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.



On February 5, 2005 the Company changed its name to GTREX Capital, Inc to properly reflect the nature if its business.   The Company at the same time increased the number of shares authorized to 5,030,000,000 which shall consist of 5,000,000,000 shares of common stock, $.0001 par value per share and 30,000,000 shares of preferred stock, $.0001 par value per share .



On January 20, 2005, the Company formed Global Travel Exchange, Inc. as a wholly-owned subsidiary, and transferred the operations and assets associated with the travel and tourism business through its alternative Global Distribution System.



Stock Issuances



Subsequent to the fiscal year ended December 31, 2005, the Company has issued an additional $80,000 of convertible debentures.   Subsequent to December 31, 2004 the Company has converted $8,800 of convertible debentures debt into 880,000 shares of common stock.  The outstanding balance of convertible debentures remaining to be converted is $91,200.



Stock Conversion



On February 8, 2005, the Board of Directors approved a new series of preferred stock, Series A Preferred, which consists of 10 million shares.  The Series A Preferred Stock does not earn interest, is not entitled to receive dividends and does not have voting privileges.  The Series A is convertible into shares of common stock on a one for one (1:1) basis at the election of the holder after a twelve month period, or, in the event of liquidation of the Company, it converts automatically.  The holders of a majority of the Series A Preferred are entitled to elect the majority to the Board of Directors, provided that a majority of the Board is, at all times, independent.





Related Party Transaction



On February 10, 2005, the Board of Directors approved the issuance of 10,000,000 shares of Series A preferred stock to Christopher Berlandier
in exchange for 5,000,000 shares of common stock duly tendered to the Company.



F12

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GTREX Capital, Inc.

a Delaware Corporation

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher Berlandier, certify that:

1.

I have reviewed this annual report on Form 10-KSB
of GTREX Capital, Inc.;

2.

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

3.

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

4.

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



a)

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

b)

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

c)

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

5.

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

a)

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

b)

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

6.

The registrant's other certifying officers and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: May 13, 2005

/S/ Christopher
Berlandier

Christopher Berlandier

Chief Executive Officer



---



GTREX Capital, Inc.

a Delaware Corporation

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kenneth C. Wiedrich, certify that:

1.

I have reviewed this annual report on Form 10-KSB of GTREX Capital, Inc.;

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

5.

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

a)

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

b)

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

6.

The registrant's other certifying officers and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: May 13, 2005

/S/ Kenneth C. Wiedrich

Kenneth C. Wiedrich

Chief Financial Officer





---

Exhibit 99.1



CERTIFICATION



Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18
U.S.C. Section 1350, as adopted), Christopher Berlandier, Chief Executive
Officer of GTREX Capital, Inc. (the "Company"), hereby certifies that, to the
best of his knowledge:



1.

the Annual Report on Form 10-KSB of the Company for the fiscal year ended December
31, 2004 (the Report) fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and



2.

the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: May 13, 2005



/S/Christopher Berlandier

Christopher Berlandier

CHIEF
EXECUTIVE OFFICER









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Exhibit 99.2



CERTIFICATION



Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Kenneth C. Wiedrich, Chief Financial Officer of GTREX Capital, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:



1.

the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2004 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and



2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 13, 2005



/S/Kenneth C. Wiedrich

Kenneth C. Wiedrich

CHIEF FINANCIAL OFFICER







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