**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**





**FORM
10-QSB**





**[
      X ]**
    **QUARTERLY
      REPORT UNDER SECTION 13 0R 15(****d****)
      OF THE SECURITIES EXCHANGE ACT OF
1934**





For the
quarterly period ended  **March
31, 2005**





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





For the
transition period from ________________ to_______________








**Commission
file number** **000-33309**








**GLOBETRAC
      INC.**(Exact
      name of small business issuer as specified in its
  charter)








Incorporated
      in the State of Delaware
      (State
      or other jurisdiction of incorporation or organization)
    33-0953557
      (I.R.S.
      Employer Identification No.)1100
      Melville Street, Suite 600, Vancouver, British Columbia, V6E
      4A6(Address
      of principal executive offices)
      1-800-648-4287(Issuer’s
      telephone number)
      
      Wyvols
      Court, Old Basingstoke Road, Swallowfield, Reading, Berkshire, United
      Kingdom, RG7 1WY


(Former
name, former address and former fiscal year, if changed since last
report)








**APPLICABLE
ONLY TO CORPORATE ISSUERS**





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





**Class**
    **Outstanding
      at May 11, 2005**Common
      Stock - $0.001 par value
    22,190,000





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








***Page
- 1***





**PART
I - FINANCIAL INFORMATION**





**Item
1.**  **Financial
Statements.**


****





**GLOBETRAC
INC.**





**CONSOLIDATED
FINANCIAL STATEMENTS**








**As
at March 31, 2005 and December 31, 2004 and**


**for
the three months ended March 31, 2005 and 2004**


**Unaudited**








**CONSOLIDATED BALANCE SHEETS**





**CONSOLIDATED
STATEMENTS OF OPERATIONS****AND
COMPREHENSIVE INCOME**





**CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT AND
COMPREHENSIVE INCOME**





**CONSOLIDATED STATEMENTS OF CASH FLOWS**





**NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS**








***Page
- 2***




**GLOBETRAC
      INC.****CONSOLIDATED BALANCE SHEETS****UNAUDITED**
  **March
      31,**
    
    
    **December
      31,****2005**
    
    
    **2004****ASSETS****CURRENT
      ASSETS**Cash
    
    $
    9,097
    
    $
    1,342Accounts
      receivableNet
      of allowance for doubtful accounts of $1,097 and $nil
    
    
    43,349
    
    
    63,866**TOTAL
      ASSETS**
    
    $
    52,446
    
    $
    65,208**LIABILITIES
      AND STOCKHOLDERS' DEFICIT****CURRENT
      LIABILITIES**Accounts
      payable and accrued liabilities
    
    $
    136,096
    
    $
    142,322Convertible
      notes payable on demand
    
    
    1,640,037
    
    
    1,605,730Due
      to related parties
    
    
    581,832
    
    
    571,275Note
      payable to related party
    
    
    500,000
    
    
    500,0002,857,965
    
    
    2,819,327Commitment
      and Contingencies**STOCKHOLDERS'
      DEFICIT**Share
      capital
    
    
    22,190
    
    
    22,190Authorized200,000,000
      common shares, $0.001 par value5,000,000
      preferred shares, $0.001 par valueIssued
      and outstanding:22,190,000
      common sharesAdditional
      paid in capital
    
    
    1,167,085
    
    
    1,167,085Accumulated
      deficit
    
    
    (4,016,137
    )
    
    (3,963,224
    )Other
      comprehensive income:Foreign
      currency translation adjustment
    
    
    21,343
    
    
    19,830**Total
      Stockholders' Deficit**
    
    
    (2,805,519
    )
    
    (2,754,119
    )**TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT**
    
    $
    52,446
    
    $
    65,208The
      accompanying notes are an integral part of these consolidated financial
      statements




***Page
- 3***




**GLOBETRAC
      INC.****CONSOLIDATED STATEMENTS OF OPERATIONS AND
      COMPREHENSIVE INCOME****UNAUDITED**
  **Three
      Months Ended March 31,****2005**
    
    **2004****REVENUE**Royalty
      income
    
    $
    12,341
    
    $
    -**OPERATING
      EXPENSES**Administrative
      expenses
    
    
    11,245
    
    
    175,852Selling
      expenses
    
    
    6,843
    
    
    2,742Total
      Operating Expenses
    
    
    18,088
    
    
    178,594Loss
      from operations
    
    
    (5,747
    )
    
    (178,594
    )**OTHER
      EXPENSES**Foreign
      exchange gain (loss)
    
    
    67
    
    
    (103
    )Interest
      expense
    
    
    (47,233
    )
    
    (23,063
    )Total
      Other Expenses
    
    
    (47,166
    )
    
    (23,166
    )**Net
      loss for the period before discontinued
operations**
    
    
    (52,913
    )
    
    (201,760
    )**DISCONTINUED
      OPERATIONS**Loss
      from discontinued operations
    
    
    -
    
    
    (85,720
    )**NET
      LOSS FOR THE PERIOD**
    
    $
    (52,913
    )
    $
    (287,480
    )**OTHER
      COMPREHENSIVE LOSS**Foreign
      currency translation adjustments
    
    
    1,513
    
    
    40**COMPREHENSIVE
      LOSS**
    
    $
    (51,400
    )
    $
    (287,440
    )**Basic
      and diluted loss per share:******Continuing
      operations
    
    $
    (0.002
    )
    $
    (0.009
    )Discontinued
      operations
    
    
    -
    
    
    (0.004
    )$
    (0.002
    )
    $
    (0.013
    )**WEIGHTED
      AVERAGE****SHARES
      OUTSTANDING**
    
    
    22,190,000
    
    
    22,190,000The
      accompanying notes are an integral part of these consolidated financial
      statements


***Page
- 4***




**GLOBETRAC
      INC.****CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
      AND COMPREHENSIVE INCOME****FOR
      THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004****UNAUDITED**
  **Common
      Stock Issued**
    
    **Common
      Stock****Subscribed**
    
    
    **Accumulated****Additional**
    
    
    
    
    
    
    
    **Other****Number
      of**
    
    
    
    **Paid-in**
    **Number
      of**
    
    
    **Accumulated**
    
    **Comprehensive******
    
    
    **Shares**
    
    
    **Amount**
    
    
    **Capital**
    
    
    **Shares**
    
    
    **Amount**
    
    
    **Deficit**
    
    
    **Income**
    
    
    **Total**Balance,
      April 1, 2003
    
    
    21,040,000
    
    $
    21,040
    
    $
    18,235
    
    
    -
    
    $
    -
    
    $
    (1,190,984
    )
    $
    5,659
    
    $
    (1,146,050
    )Reg
      S, Private Placement, shares issuedfor
      cash, November 24, 2003
    
    
    900,000
    
    
    900
    
    
    899,100
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    900,000Common
      stock subscribed,November
      21, 2003
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    250,000
    
    
    250,000
    
    
    -
    
    
    -
    
    
    250,000-Net
      loss for nine month period ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    -December
      31, 2003
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    (1,408,351
    )
    
    
    
    
    (1,408,351
    )-Foreign
      currency translation adjustments
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    **-**
    
    
    17,077
    
    
    17,077**Balance,
      December 31, 2003**
    
    
    **21,940,000**
    
    
    **21,940**
    
    
    **917,335**
    
    
    **250,000**
    
    
    **250,000**
    
    
    **(2,599,335**
    **)**
    
    **22,736**
    
    
    **(1,387,324**
    **)**Net
      loss for the three month period endedMarch
      31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (287,480
    )
    
    -
    
    
    (287,480
    )Foreign
      currency translation adjustments
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    40
    
    
    40**Balance,
      March 31, 2004**
    
    
    **21,940,000**
    
    
    **21,940**
    
    
    **917,335**
    
    
    **250,000**
    
    
    **250,000**
    
    
    **(2,886,815**
    **)**
    
    **22,776**
    
    
    **(1,674,764**
    **)**Reg
      S, Private Placement, shares issued****for
      cash, June 9, 2004
    
    
    250,000
    
    
    250
    
    
    249,750
    
    
    (250,000
    )
    
    (250,000
    )
    
    **-**
    
    
    **-**
    
    
    **-**Net
      loss for nine month period endedDecember
      31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,076,409
    )
    
    -
    
    
    (1,076,409
    )Foreign
      currency translation adjustments
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,946
    )
    
    (2,946
    )**Balance,
      December 31, 2004**
    
    
    **22,190,000**
    
    
    **22,190**
    
    
    **1,167,085**
    
    
    **-**
    
    
    **-**
    
    
    **(3,963,224**
    **)**
    
    **19,830**
    
    
    **(2,754,119**
    **)**Net
      loss for the three month period ended,March
      31, 2005
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (52,913
    )
    
    -
    
    
    (52,913
    )-Foreign
      currency translation adjustments
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    1,513
    
    
    1,513**Balance,
      March 31, 2005**
    
    
    **22,190,000**
    
    **$**
    **22,190**
    
    **$**
    **1,167,085**
    
    
    **-**
    
    
    **-**
    
    **$**
    **(4,016,137**
    **)**
    **$**
    **21,343**
    
    **$**
    **(2,805,519**
    **)**The
      accompanying notes are an integral part of these consolidated financial
      statements






***Page
- 5***


**GLOBETRAC
      INC.****CONSOLIDATED STATEMENTS OF CASH
      FLOWS****UNAUDITED**
  ****
    
    
    **Three
      Months Ended March 31,****2005**
    
    
    **2004****CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      loss for the period
    
    $
    (52,913
    )
    $
    (287,480
    )Adjustment
      to reconcile net loss to net cashused
      in operating activities:Depreciation
    
    
    -
    
    
    799Changes
      in operating assets and liabilities:Decrease
      (Increase) in accounts receivable
    
    
    20,517
    
    
    (315,031
    )Decrease
      in inventory
    
    
    -
    
    
    174,373Decrease
      in prepaids
    
    
    -
    
    
    725(Decrease)
      Increase in accounts payable and accrued liabilities
    
    
    (6,224
    )
    
    32,412Increase
      in accrued interest payable to related party
    
    
    12,328
    
    
    12,431(Decrease)
      Increase in accounts payable to related parties
    
    
    (1,772
    )
    
    54,544Increase
      in accrued interest payable on convertible notes
    
    
    34,307
    
    
    13,411**NET
      CASH USED IN OPERATING ACTIVITIES**
    
    
    6,243
    
    
    (313,816
    )**NET
      CASH USED IN INVESTING ACTIVITIES**Purchase
      of fixed assets
    
    
    -
    
    
    (2,209
    )**NET
      CASH USED IN INVESTING ACTIVITIES**
    
    
    -
    
    
    (2,209
    )**CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES**Advances
      payable
    
    
    -
    
    
    356,761**CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES**
    
    
    -
    
    
    356,761Effect
      of exchange rate changes on cash
    
    
    1,512
    
    
    40**INCREASE
      IN CASH**
    
    
    **7,755**
    
    
    **40,776****CASH,
      BEGINNING OF PERIOD**
    
    
    1,342
    
    
    8,810**CASH,
      END OF PERIOD**
    
    **$******
    ******9,097**
    
    **$******
    ******49,586**Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
    
    $
    -
    
    $
    -Interest
      on debt
    
    $
    -
    
    $
    26,447The
      accompanying notes are an integral part of these consolidated financial
      statements





***Page
- 6***





**GLOBETRAC
INC.**


**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**


**March
31, 2005**





**NOTE
1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION**





**Nature
of Operations**


GlobeTrac
Inc. (the “Company”) was incorporated in the state of Delaware on March 2, 2000,
and its principal executive offices are headquartered in Vancouver,
Canada.





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





**Basis
of Presentation**


The
unaudited consolidated financial statements included herein have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month periods ended March 31,
2005 and 2004 are not necessarily indicative of the results that may be expected
for any interim period or the entire year. For further information, these
consolidated financial statements and the related notes should be read in
conjunction with the Company’s audited financial statements for the year ended
December 31, 2004 included in the Company’s annual report on Form
10-KSB.





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





A summary
of the Company’s significant accounting policies is included in the Company’s
2004 Annual Report. Additional significant accounting policies which affect the
Company or which have been developed since December 31, 2004 are summarized
below:





**Principles
of Consolidation**


The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary Global Axxess Corporation Limited (“Global Axxess”).
Investment in Global Axxess is carried at cost and all intercompany balances and
transactions have been eliminated.





**Foreign
Currency**


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





**Comprehensive
Income**


Comprehensive
income reflects changes in equity that result from transactions and economic
events from non-owner sources. Comprehensive income for the current period
represents foreign currency translation items associated with the Company’s
English and Irish operations .





**Discontinued
Operations**


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





***Page
- 7***





**GLOBETRAC
INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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





**Reclassifications**


Certain
prior year amounts in the accompanying financial statements have been
reclassified to conform to current year presentation. These reclassifications
had no effect on the results of operations or financial position for any
year/period presented.





**NOTE
3 - CONVERTIBLE NOTES PAYABLE**





At March
31, 2005 and December 31, 2004, the Company had a note payable in the amount of
$162,149. At March 31, 2005 and December 31, 2004, $16,188 and $12,990 in
interest had been accrued on this note. This note is unsecured, bears interest
at 8%, is payable on demand and at the option of the Company is convertible into
common shares of the Company at $0.50 per share.





At March
31, 2005 and December 31, 2004, the Company had notes payable totalling
$511,660. At March 31, 2005 and December 31, 2004, $51,026 and $40,933 in
interest had been accrued on these notes. These notes are unsecured, bear
interest at 8% are payable on demand and at the option of the Company are
convertible into common shares of the Company at $0.50 per share.





At March
31, 2005 and December 31, 2004, the Company had notes payable totalling
$835,940. At March 31, 2005 and December 31, 2004, $63,073 and $42,058 in
interest had been accrued on these notes. These notes are unsecured, bear
interest at 10% are payable on demand and at the option of either the Company or
the lender are convertible into common shares of the Company at $0.15 per share.





**NOTE
4 - DUE TO RELATED PARTIES**





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





At March
31, 2005 and December 31, 2004, the Company was indebted to a company controlled
by an officer of the Company in the amounts of $186,727 and $179,227. This debt
is unsecured, non-interest bearing and has no fixed terms of repayment. During
the three month periods ended March 31, 2005 and 2004, this same company was
paid $nil and $60,000 for administrative fees.





At March
31, 2005 and December 31, 2004, the Company was indebted to a company sharing a
common director in the amounts of $15,199 and $15,418. This debt is unsecured,
non-interest bearing and has no fixed terms of repayment.





At March
31, 2005 and December 31, 2004, the Company was indebted to a company controlled
by an officer of the Company in the amounts of $18,934 and $27,990. This debt is
unsecured, non-interest bearing and has no fixed terms of repayment. During the
three month periods ended March 31, 2005 and 2004, this related party provided
consulting services to the Company amounting to $nil and $25,247.





At March
31, 2005 and December 31, 2004, the Company was indebted to an officer of the
Company in the amount of $239,090. This debt is unsecured, non-interest bearing
and has no fixed terms of repayment. During the three month periods ended March
31, 2005 and 2004, this related party provided management services to the
Company amounting to $nil and $74,659.





At March
31, 2005 and March 31, 2004, the Company had paid $nil and $7,500 to a director
and officer of the Company.





**NOTE
5 - NOTE PAYABLE TO RELATED PARTY**





At March
31, 2005 and December 31, 2004, the Company had a note payable to a director of
the Company in the amount of $500,000, plus accrued interest of $117,123 and
$104,755. This note is unsecured, bears interest at 10% and was due November 27,
2004.





***Page
- 8***





**GLOBETRAC
INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
6 - COMMON STOCK**





On August
8, 2003, the directors of the Company approved a private placement for up to 1
million units at $1 per unit, under Regulation S of the United States Securities
Act of 1933. Each unit consists of one restricted common share of the Company
and one non-transferable share purchase warrant. Each warrant entitles the
subscriber to purchase one additional restricted common share of the Company at
a price of $1.10 per share. On November 25, 2003, the directors of the Company
approved an increase in the private placement to 2 million units.





On August
22, 2003, the Company entered into two Regulation S private placement agreements
whereby the Company agreed to issue 750,000 restricted units at $1 per unit,
consisting of 750,000 restricted common shares and one share purchase warrant
exercisable by the holder at $1.10 per share for up to 750,000 restricted common
shares of the Company, until August 26, 2005.





On
October 1, 2003, the Company entered into a Regulation S private placement
agreement whereby the Company agreed to issue 150,000 restricted units at $1 per
unit, consisting of 150,000 restricted common shares and one share purchase
warrant exercisable by the holder at $1.10 per share for up to 150,000
restricted common shares of the Company, until October 7, 2005.





On
November 21, 2003, the Company entered into two Regulation S subscription
agreements whereby the Company agreed to issue 250,000 restricted units at $1
per unit, consisting of 250,000 restricted common shares and one share purchase
warrant exercisable by the subscriber at $1.10 per share for up to 150,000 and
100,000 restricted common shares of the Company, until November 28, 2005 and
December 1, 2005.





**NOTE
7 - COMMITMENT AND CONTINGENCIES**





The
Company was in the business of selling, marketing, distributing and installing
global wireless tracking and telematics equipment in Europe until November 1,
2004 when they exchanged their rights to sell, market, distribute and install
global wireless tracking and telematics equipment in Europe as well as all of
their fixed assets and inventory, offset by a trade account payable to the
acquirer, for a royalty of 6% on future gross sales to current customers and
qualified potential customers in Europe. There is no cap on the royalties and
royalties are to be paid for the duration of eleven years. The Company has
accumulated a deficit of $4,016,137 since inception and additional financing
will be required by the Company to fund and support its operations. Management
plans to mitigate its losses in future years by significantly reducing its
operating expenses and seeking out new business opportunities. However, there is
no assurance that the Company will be able to obtain additional financing,
reduce their operating expenses or be successful in locating or acquiring a
viable business. The financial statements do not include any adjustments that
might result from the outcome of those uncertainties.





**NOTE
8 - DISCONTINUED OPERATIONS**





On
November 26, 2004, the Company entered into a letter agreement whereby they
agreed to discontinue, effective November 1, 2004, marketing, distributing and
installing global wireless tracking and telematics equipment in Europe, which
was carried on through its wholly-owned subsidiary, Globetrac Limited, in
exchange for certain assets and liabilities and a six percent royalty to be paid
to GlobeTrac Inc. on gross sales of all existing and qualified potential
customers that the Company has in Europe. At December 31, 2004, the discontinued
operations resulted in a loss on discontinuance of $84,512 due to the disposal
of fixed assets and inventory. Revenues for the wireless tracking and telematics
business were $502,236 for the three month period ended March 31, 2004. Net loss
in the wireless tracking and telematics business for the three month period
ended March 31, 2004 was $85,730, has been recorded in the loss from
discontinued operations section, of the statements of operations and
comprehensive income.














***Page
- 9***





**Item
2 - Management’s Discussion and Analysis of Results of Operations and Financial
Condition**





THE
FOLLOWING IS A DISCUSSION AND ANALYSIS THAT MANAGEMENT BELIEVES IS RELEVANT TO
AN ASSESSMENT AND UNDERSTANDING OF THE CONSOLIDATED RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF GLOBETRAC AND ITS SUBSIDIARIES (COLLECTIVELY, “GLOBETRAC”
OR THE “COMPANY”) FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004. THE
FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE HEREIN AND MANAGEMENT’S
DISCUSSION AND ANALYSIS INCLUDED IN GLOBETRAC’S ANNUAL REPORT ON FORM 10-KSB FOR
THE YEAR ENDED DECEMBER 31, 2004.





**Overview**





GlobeTrac
was in the business of selling, marketing, distributing and installing global
wireless tracking and telematics equipment. The Company was incorporated in the
state of Delaware on March 2, 2000 and its principal executive offices are
headquartered in Vancouver, Canada.





On
November 1, 2004, GlobeTrac began to wind down its European operations and
entered into negotiations with WebTech. In order not to affect existing
customers/resellers, WebTech agreed to acquire all of GlobeTrac’s existing
customers/resellers and portals effective November 1, 2004 based on a letter
agreement dated November 26, 2004.





WebTech
acquired specific assets and liabilities of GlobeTrac Limited and, in
consideration for this and all of the time and effort expended by GlobeTrac
Limited in launching the European market, WebTech has agreed to pay a six
percent commission/royalty on gross sales. This royalty is based on both
existing and qualified potential customers/resellers that GlobeTrac Limited had
either procured or previously contacted. A list of customers/resellers,
including qualified potential customers/resellers was provided to WebTech. Sales
from qualified potential customers/resellers will be included for commission
purposes if such business commences within 12 months of the signed agreement.
There is no cap on the royalty payable to the Company and royalties are to be
paid by WebTech for 11 years from November 1, 2004.





GlobeTrac
management believes that due to slower than expected sales, warranty issues,
faulty product, insufficient funding, insufficient margins and the potential
risk of becoming insolvent this agreement is in the best interest of both
parties and will allow GlobeTrac the ability to seek new business
opportunities.





GlobeTrac
has accumulated a deficit of approximately $4 million to date and will require
additional financing to continue to operate and to seek out new business
opportunities. GlobeTrac plans to mitigate its losses in future years by the
closing of its European operations, through receipt of the royalty payments from
WebTech and reducing certain operating expenses that were associated with their
European operations. However, there is no assurance that GlobeTrac will be able
to obtain additional financing or that they will be successful in seeking new
business opportunities or that they will receive any royalties from WebTech or
that they will be able to reduce operating expenses associated with closing down
their European operations. The financial statements do not include any
adjustments that might result from the outcome of those
uncertainties.





**Results
of Operations**





Revenues





Revenue
increased by $12,341 or 100% from $nil for the three month period ended March
31, 2004 to $12,341 for the three month period ended March 31, 2005. The
increase was due to a 6% royalty which relates to the letter agreement Globetrac
entered into on November 26, 2004. The prior year’s sales from the wireless
tracking business have been reclassified as part of loss from discontinued
operations.





Revenue
increased by $426,791 or 566% from $75,445 for the three month period ended
March 31, 2003 to $502,236 for the three month period ended March 31,
2004 . The
increase in revenue was caused by our sales and marketing programs aimed at
gaining market share through brand recognition in the wireless tracking
industry.








***Page
- 10***











Cost
of Sales





Cost of
sales remained at $nil for the three month periods ended March 31, 2005 and
March 31, 2004. Due to the letter of agreement GlobeTrac entered into on
November 26, 2004, cost of sales for the three month period ended March 31,
2004, were reclassified to loss from discontinued operations.





Cost of
sales increased by $269,335 or 543% from $49,607 for the three month period
ended March 31, 2003 to $318,942 for the three month period ended March 31,
2004. The increase was due to an increase in sales during the period. Our gross
margin increased $157,456 or 609% from $25,838 for the three month period ended
March 31, 2003 to $183,294 for the three month period March 31, 2004. As a
percentage of revenue, our gross margin was 36% for the three month period ended
March 31, 2004.





Operating
Expenses





Operating
expenses decreased by $163,235 or 91% from $178,594 for the three month period
ended March 31, 2004 to $15,358 for the three month period ended March 31, 2005.
The decrease was primarily due to decreases of $75,729 in professional fees,
$16,962 in consulting fees, $3,568 in office expenses, $210 in bank charges,
$525 in filing fees, $69,999 in management fees, $345 in telephone offset by an
increase in marketing of $4,102. Due to the November 26, 2004 letter agreement,
whereby GlobeTrac disposed of their wireless tracking business, the March 31,
2004, expenses associated with this business have been reclassified to loss from
discontinued operations.





Operating
expenses increased by $82,790 or 23% from $366,228 for the three month period
ended March 31, 2003 to $449,018 for the three month period ended March 31,
2004. The increase was primarily due to increases of $16,744 in professional
fees, $14,369 in office expenses, $3,000 in management fees, $14,614 in rent,
$3,202 in telephone, and $122,578 in wages offset by decreases of $43,871 in
consulting fees, $29,959 in installation expenses, marketing and advertising of
$7,343 and $11,687 in travel. The increase in operating costs was primarily
caused by hiring of sales and marketing people.





Interest
Expense





Interest
expense increased by $13,891 or 60% from $23,063 at March 31, 2004 to $36,954 at
March 31, 2005 primarily due to interest on convertible notes payable and the
note payable to a related party. Interest expense will increase during 2005 if
we receive more funding through promissory notes, however it may decrease if any
of the debt is repaid or if the convertible debt is converted to common stock of
GlobeTrac.





Interest
expense increased by $2,491 or 10% from $23,956 at March 31, 2003 to $26,447 at
March 31, 2004, primarily due to interest on convertible notes payable.





**Liquidity
and Capital Resources**





We had
cash of $9,097 and a working capital deficit of $2,805,519 at March 31, 2005.
During the three month period ended March 31, 2005, cash from operating
activities increased by $6,243, primarily due to a decrease in accounts
receivable of $20,517, an increase in accrued interest payable to related party
of $12,328 and an increase in accrued interest payable on convertible debt of
$34,307 offset by an operating loss of $52,913, a decrease in accounts payable
and accrued liabilities of $6,224 and a decrease in accrued interest and
accounts payable to related parties of $1,772. Cash received from operating
activities of $6,243 was affected by an exchange rate change on cash of $1,512.
A decrease in working capital of $51,400 was due to a decrease in current assets
of $12,762 and an increase in current liabilities of $38,638. We have
accumulated a deficit of $4,016,137 since inception and have a stockholders’
deficiency of $2,805,519. GlobeTrac has no contingencies or long-term
commitments.





We had
cash of $49,586 and a working capital deficit of $945,891 at March 31, 2004.
During the three month period ended March 31, 2004, we used $313,816 in cash for
operating activities, primarily due to an operating loss of $287,480, an
increase in accounts receivable of $315,031, offset by depreciation of $799, a
decrease in inventory of $174,373, a decrease in prepaid expenses of $725, an
increase in accounts payable and accrued liabilities of $32,412, an increase in
accrued interest and accounts payable to related parties of $66,975 and an
increase in accrued interest payable on convertible debt of $13,411. Cash used
in operations of $313,816 was financed by an increase in advances payable of
$356,761 as well the effect of exchange rate changes on cash of $40 and an
equipment purchase of $3,008. An increase in working capital of $67,911 was due
to an increase in current assets of $180,709 offset by an increase in current
liabilities of $112,798. We had accumulated a deficit of $2,886,815 since
inception and had a stockholders’ deficiency of $1,674,764.




***Page
- 11***





**Plan
of Operation for the Next Twelve Months**





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





GlobeTrac
anticipates funding its working capital needs for the next 12 months through the
royalty payments from WebTech, the equity capital markets, private advances, and
loans. Although the foregoing actions are expected to cover its anticipated cash
needs for working capital and capital expenditures for at least the next 12
months, no assurance can be given that GlobeTrac will be able collect any
royalty payments or raise sufficient cash to meet these cash requirements.





GlobeTrac
plans to cover operating costs until such time as a new business opportunity is
located, by receiving royalty payments from WebTech raising additional capital
through private placements of stock, private advances, and loans.





GlobeTrac
is not currently conducting any research and development activities. GlobeTrac
does not anticipate conducting such activities in the near future. If GlobeTrac
seeks out a new business opportunity, GlobeTrac may be required to hire
additional employees, independent contractors as well as purchase or lease
additional equipment.





GlobeTrac
anticipates continuing to rely on equity sales of Common Stock to fund its
operations and seek out new business opportunities, the issuance of any
additional Common Stock will result in dilution to existing shareholders of
GlobeTrac.





**Critical
Accounting Policies**





GlobeTrac’s
financial statements and accompanying notes are prepared in accordance with
accounting principles generally accepted in the United States of America.
Preparing financial statements requires management to make estimates and
assumption that affect the reported amounts of assets, liabilities, revenue and
expenses. The following paragraphs include a discussion of accounting policies
critical to GlobeTrac:





Accounts
Receivable





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





Foreign
Currency





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





Comprehensive
Income





Comprehensive
income reflects changes in equity that result from transactions and economic
events from non-owner sources. Comprehensive income for the current period
represents foreign currency translation items associated with GlobeTrac’s UK and
Irish operations.





Discontinued
Operations





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








***Page
- 12***





Reclassifications





Certain
prior year amounts in the accompanying financial statements have been
reclassified to conform to current year presentation. These reclassifications
had no effect on the results of operations or financial position for any
year/period presented.





**Contractual
Obligations**





The
following table provides a summary of GlobeTrac’s debt obligation as of March
31, 2005. GlobeTrac has not included repayments of notes payable because these
notes are repayable on demand and GlobeTrac does not know when or if payment
will be demanded.





Contractual
Payments Due By Year   Currently Due   March 31,
2006





Note and
Accrued Interest Payable to Related
Party  $617,123


Convertible
Notes and Accrued Interest Payable on Demand    $1,640,037





**Internal
and External Sources of Liquidity**





GlobeTrac
has funded its operations principally from issuance and subscription for common
stock and borrowings in the form of advances payable, demand loans and funds
received from related parties.





**Inflation**





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





**Uncertainties
relating to Forward Looking Statements**





This Form
10-QSB Quarterly Report contains “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements may be
identified by their use of words like “plans”, “expect”, “aim”, “believe”,
“projects”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and
other expressions that indicate future events and trends. All statements that
address expectations or projections about the future, including statements about
GlobeTrac’s strategy for growth, locating a new business opportunity,
expenditures and financial results are forward-looking statements.





Forward-looking
statements in this Form 10-QSB include statements regarding the following
expectations:





1.
WebTech will pay GlobeTrac a six percent commission/royalty on gross sales.


2.
GlobeTrac will receive the six percent commission/royalty from WebTech for
eleven years.


3. The
WebTech agreement is in the best interest of both parties.


4.
GlobeTrac will be successful in locating a new business
opportunity.


5.
GlobeTrac will require additional financing.


6.
GlobeTrac will reduce operating expenses.


7.
GlobeTrac will be able to fund its working capital needs for the next 12 months
through receipt of royalty payments, the equity capital markets, private
advances and loans.


8.
GlobeTrac will cover operating costs through receipt of royalty payments,
raising additional capital through private placements of stock, private advances
and loans.


9.
GlobeTrac will have to hire additional employees, independent contractors and
purchase or lease additional equipment.


10.
Inflation will not have a material impact on GlobeTrac’s future
operations.





All
forward-looking statements are made as of the date of filing of this Form 10-QSB
and GlobeTrac disclaims any duty to update such statements.





Certain
parts of this Form 10-QSB may contain “forward-looking statements” within the
meaning of the Securities Exchange Act of 1934 based on current managements
expectations. Actual results could differ materially from those in the forward
looking statements due to a number of uncertainties including, but not limited
to, those discussed in this section. Factors that could cause future results to
differ from these expectations include general economic conditions, particularly
related to GlobeTrac locating a new business opportunity; changes in business
direction or strategy. As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate.




***Page
- 13***





GlobeTrac
may, from time to time, make oral forward-looking statements. GlobeTrac strongly
advises that the above paragraph and the risk factors described in this annual
report and in GlobeTrac’s other documents filed with the United States
Securities and Exchange Commission should be read for a description of certain
factors that could cause the actual results of GlobeTrac to materially differ
from those in the oral forward-looking statements. GlobeTrac disclaims any
intention or obligation to update or revise any oral or written forward-looking
statements whether as a result of new information, future events or otherwise.





**Item
3. Controls and Procedures.**





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








**PART
II - OTHER INFORMATION**





**Item
1. Legal Proceedings.**





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





**Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds.**





During
the quarter of the fiscal year covered by this report, (i) GlobeTrac did not
modify the instruments defining the rights of its shareholders, (ii) no rights
of any shareholders were limited or qualified by any other class of securities,
and (iii) GlobeTrac did not sell any unregistered equity securities.





**Item
3. Defaults Upon Senior Securities.**





During
the quarter of the fiscal year covered by this report, no material default has
occurred with respect to any indebtedness of GlobeTrac. Also, during this
quarter, no material arrearage in the payment of dividends has
occurred.





**Item
4. Submission of Matters to a Vote of Security Holders.**





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





***Page
- 14***








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





**(a)**
    **Exhibits**





All
Exhibits required to be filed with the Form 10-QSB are incorporated by reference
to GlobeTrac’s previously filed Form SB-2 and Form 10-KSB.





**Exhibit**
    **Description**
    **Status****3.1**
    Articles
      of Incorporation filed as an Exhibit to GlobeTrac’s registration statement
      on Form SB-2 filed on August 2, 2001, and incorporated herein by
      reference.
    Filed**3.2**
    Bylaws
      filed as an Exhibit to GlobeTrac’s registration statement on Form SB-2
      filed on August 2, 2001, and incorporated herein by
reference.
    Filed**3.3**
    Certificate
      of Amendment to Articles of Incorporation changing the Issuer’s name to
      GlobeTrac Inc. filed as an exhibit to GlobeTrac’s Form 10-KSB filed on
      April 15, 2003, and incorporated herein by reference.
    Filed**10.1**
    Master
      Distributorship Agreement dated June 19, 2002 among WebTech Wireless
      International, WebTech Wireless Inc. and Global Axxess Corporation Limited
      filed as an attached exhibit to GlobeTrac’s Form 8-K (Current Report)
      filed on September 11, 2002, and incorporated herein by
      reference.
    Filed**10.2**
    Loan
      Agreement dated November 27, 2002 between GlobeTrac Inc. and David
      Patriquin with attached promissory note dated November 27, 2002 filed as
      an exhibit to GlobeTrac’s Form 10-KSB filed on April 15, 2003, and
      incorporated herein by reference.
    Filed**10.3**
    Amendment
      Letter Agreement dated June 4, 2003, between WebTech Wireless
      International Inc. and Globetrac Limited for the purpose of amending terms
      of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s
      Form 10-KSB filed on April 7, 2004, and incorporated herein by
      reference.
    Filed**10.4**
    Amendment
      Letter Agreement dated March 8, 2004 between WebTech Wireless
      International Inc. and Globetrac Limited for the purpose of amending terms
      of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s
      Form 10-KSB filed on April 7, 2004, and incorporated herein by
      reference.
    Filed**31**
    Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    Included**32**
    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
    Included**99.1**
    Code
      of Ethics filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April
      15, 2003, and incorporated herein by reference.
    Filed








**(b)**  **Reports
on Form 8-K.**





No
reports were filed during the quarter of the fiscal year covered by this
report.











***Page
- 15***














**SIGNATURES**





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





**GLOBETRAC
INC.**








By:*/s/
Jim Pratt*


Name:  **Jim
Pratt**


Title **:**  **Director
and CEO**


Dated:  **May
12, 2005**








By:*/s/
John daCosta*


Name:  **John
daCosta**


Title **:**  **CFO**


Dated:  **May
12, 2005**








***Page
- 16***













**Exhibit
31**














***Page
- 17***







**GLOBETRAC
INC.**


**CERTIFICATIONS
PURSUANT TO**


**SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I, Jim
Pratt, certify that:




1.  
I have reviewed this quarterly report on Form 10-QSB of GlobeTrac Inc.;




2.  
Based on my knowledge, this quarterly 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 quarterly
report;




3.  
Based on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly report;




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




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




c)  
presented in this quarterly 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent function):




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




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




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






Date: May
12, 2005






*/s/
Jim Pratt*


Jim Pratt


Chief
Executive Officer










***Page
- 18***







**GLOBETRAC
INC.**




**CERTIFICATIONS
PURSUANT TO**




**SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I, John
daCosta, certify that:






1.  
I have reviewed this quarterly report on Form 10-QSB of GlobeTrac Inc.;




2.  
Based on my knowledge, this quarterly 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 quarterly
report;




3.  
Based on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly report;




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




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




c)  
presented in this quarterly 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent function):




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




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




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






Date: May
12, 2005




*/s/
John daCosta*


John
daCosta


Chief
Financial Officer







***Page
- 19***









**Exhibit
32**




















***Page
- 20***










**CERTIFICATION
PURSUANT TO**




**18
U.S.C. SECTION 1350,**




**AS
ADOPTED PURSUANT TO**




**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**













In
connection with the Quarterly Report of GlobeTrac Inc. (“GlobeTrac”) on Form
10-QSB for the period ending March 31, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Jim Pratt, President,
Chief Executive Officer of GlobeTrac and a member of the Board of Directors,
certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:






(1)
  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and




(2)
  The information contained in the Report fairly represents, the financial
condition and result of operations of GlobeTrac.






*/s/
Jim Pratt*


Jim Pratt


Chief
Executive Officer






May 12,
2005







***Page
- 21***






**CERTIFICATION
PURSUANT TO**




**18
U.S.C. SECTION 1350,**




**AS
ADOPTED PURSUANT TO**




**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**






In
connection with the Quarterly Report of GlobeTrac Inc. (“GlobeTrac”) on Form
10-QSB for the period ending March 31, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, John daCosta,
Secretary, Treasurer, and Chief Financial Officer of GlobeTrac, certify,
pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:






(1)
  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and




(2)
  The information contained in the Report fairly represents, the financial
condition and result of operations of GlobeTrac.













*/s/
John daCosta*


John
daCosta


Chief
Financial Officer








May 12,
2005







***Page
- 22***