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, 2004
 
 [   ]
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.)Wyvols Court, Old Basingstoke Road, Swallowfield, Reading, Berkshire, United Kingdom, RG7 1WY
(Address of principal executive offices)44-118-988-0233
(Issuers telephone number)42 Brook Street, London, W1K 5DB, United Kingdom
(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 14, 2004Common Stock - $0.001 par value
21,940,000
 
 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, 2004 and December 31, 2003 and
 for the three month periods ended March 31, 2004 and 2003
 (Unaudited)
 
 
 Page - 2
 
 
 CONSOLIDATED BALANCE SHEETS
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT AND COMPREHENSIVE INCOME
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 NOTES TO FINANCIAL STATEMENTS
 
 
 Page - 3 GLOBETRAC INC.
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
   March 31,


December 31,2004


2003ASSETSCURRENT ASSETSCash

$
49,586

$
8,810Accounts receivable,Net of allowance for doubtful accounts of $31,424 and $30,396


377,787


62,756Inventory


204,340


378,713Prepaids


18,420


19,145650,133


469,424Fixed assets,Net of $4,242 and $3,443 accumulated depreciation


8,537


7,127TOTAL ASSETS

$
658,670

$
476,551LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities

$
181,830

$
149,418Convertible debt payable on demand


687,216


673,805Due to related parties


226,978


160,003Note payable to related party


500,000


500,0001,596,024


1,483,226Advances payable


737,410


380,6492,333,434


1,863,875Commitment and ContingenciesSTOCKHOLDERS' DEFICITShare capitalAuthorized200,000,000 common shares, $0.001 par value5,000,000 preferred shares, $0.001 par valueIssued and outstanding or subscribed:22,190,000 common shares


22,190


22,190Additional paid in capital


1,167,085


1,167,085Accumulated deficit


(2,886,815
)

(2,599,335
)Other comprehensive income:Foreign currency translation adjustment


22,776


22,736Total Stockholders' Deficit


(1,674,764
)

(1,387,324
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
658,670

$
476,551
 
 The accompanying notes are an integral part of these financial statements
 
 Page - 4

GLOBETRAC INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
**(UNAUDITED)**
Three Months Ended **March 31,**2004


2003REVENUESales

$
502,236

$
75,445Cost of Goods Sold


318,942


49,607Gross Profit


183,294


25,838OPERATING EXPENSESAdministrative expenses


420,504


318,686Selling expenses


28,513


47,543Total Operating Expenses


449,017


366,229Loss from operations before other items


(265,723
)

(340,391
)OTHER ITEMSForeign exchange gain (loss)


4,690


-Interest expense


(26,447
)

(23,956
)NET LOSS FOR THE PERIOD

$
(287,480
)
$
(364,347
)BASIC AND DILUTEDLOSS PER SHARE

$
(0.01
)
$
(0.02
)WEIGHTED AVERAGESHARES OUTSTANDING


22,190,000


21,040,000

The accompanying notes are an integral part of these financial statements
 
 Page - 5  GLOBETRAC INC.
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
UNAUDITED
   Common StockCommon Stock Issued
SubscribedAccumulatedAdditional



OtherNumber of

Paid-in
Number of

Accumulated
ComprehensiveShares
Amount
Capital
Shares
Amount
Deficit
Income
TotalBalance, April 1, 2002

6,210,000
$ 6,210
$ 33,065
-
$ -
$ (35,693)
$ -
$ 3,582Issuance of three for one common stockdividend, May 27, 2002

18,630,000
18,630
(18,630)
-
-
-
-
-Common shares cancelled, June 21, 2002

(3,800,000)
(3,800)
3,800
-
-
-
-
-Net loss for the nine month period endedDecember 31, 2002

-
-
-
-
-
(790,944)
-
(790,944)Foreign currency translation adjustments

-
-
-
-
-
-
9,941
9,941Balance, December 31, 2002

21,040,000
21,040
18,235
-
-
(826,637)
9,941
(777,421)Net loss for the three month periodended March 31, 2003

-
-
-
-
-
(364,347)
-
(364,347)Foreign currency translation adjustments

-
-
-
-
-
-
(4,282)
(4,282)Balance, March 31, 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
17,077Balance, 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 ended

-
-
-
-
-
(287,480)
-
(287,480)March 31, 2004

-Foreign currency translation adjustments

-
-
-
-
-
-
40
40Balance, March 31, 2004

21,940,000
$ 21,940
$ 917,335
250,000
$ 250,000
$(2,886,815)
$ 22,776
$ (1,674,764)
   The accompanying notes are an integral part of these financial statements
  Page - 6
  GLOBETRAC INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
   Three Months EndedMarch 31, 2004


March 31, 2003CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(287,480
)
$
(364,347
)Adjustment to reconcile net loss to net cashused in operating activities:Depreciation


799


306Change in operating assets and liabilities:(Increase) in accounts receivable


(315,031
)

(2,593
)Decrease (Increase) in inventory


174,373


(41,100
)Decrease in prepaids


725


83,332Increase in accounts payable and accrued liabilities


32,412


21,592Increase in accrued interest payable to related party


12,431


12,328Increase in accounts payable to related parties


54,544


34,234Increase in accrued interest payable on convertible debt


13,411


11,643NET CASH USED IN OPERATING ACTIVITIES


(313,816
)

(244,605
)NET CASH PROVIDED BY FINANCING ACTIVITIESIncrease in advances payable


356,761


80,053NET CASH USED IN INVESTING ACTIVITIESPurchase of fixed assets


(2,209
)

-Effect of exchange rate changes on cash


40


(4,282
)INCREASE (DECREASE) IN CASH


40,776


(168,834
)CASH, BEGINNING OF PERIOD


8,810


210,229CASH, END OF PERIOD

$
49,586

$
41,395Supplemental disclosure of cash flow information:Interest paid on debt

$
26,447

$
23,956
   The accompanying notes are an integral part of these financial statements
  Page - 7
    GLOBETRAC INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 March 31, 2004
 
 NOTE 1  NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
 Nature of Operations
 
 GlobeTrac Inc. (the Company) is 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 London, England.
 
 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, 2004 and 2003 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, 2003 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 2003 Annual Report. Additional significant accounting policies which affect the Company or which have been developed since December 31, 2003 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
 
 The Company presents comprehensive income in its Consolidated Statements of Changes in Stockholders Deficit and Comprehensive Income. Total comprehensive income includes, in addition to net loss, changes in equity that are excluded from the consolidated statements of operations and are recorded directly into the separate section of stockholders deficit on the consolidated balance sheets.
 
 Page - 8 
 GLOBETRAC INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE 3  CONVERTIBLE NOTES PAYABLE
 
 At March 31, 2004 and December 31, 2003, the Company had a note payable in the amount of $162,149. At March 31, 2004 and December 31, 2003, $3,234 and $nil 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, 2004 and December 31, 2003, the Company had notes payable totalling $511,655. At March 31, 2004 and December 31, 2003, $10,177 and $nil 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.
 
 NOTE 4  DUE TO RELATED PARTIES
 
 At March 31, 2004 and December 31, 2003, 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. During the three month periods ended March 31, 2004 and 2003, this same related company was paid $nil and $60,000, for administrative and corporate communication fees.
 
 At March 31, 2004 and December 31, 2003, the Company was indebted to a company controlled by an officer of the Company in the amount of $42,817 and $20,171. This debt is unsecured, non-interest bearing and has no fixed terms of repayment. During the three month periods ended March 31, 2004 and 2003, this same company was paid $60,000 and $nil for administrative fees.
 
 At March 31, 2004 and December 31, 2003, the Company was indebted to a company sharing a common director in the amounts of $14,807 and $13,173. This debt is unsecured, non-interest bearing and has no fixed terms of repayment.
 
 At March 31, 2004 and December 31, 2003, the Company was indebted to a company controlled by an officer of the Company in the amounts of $44 and $7,946. This debt is unsecured, non-interest bearing and has no fixed terms of repayment. During the three month periods ended March 31, 2004 and 2003, this related party provided consulting services to the Company amounting to $25,247 and $nil.
 
 At March 31, 2004 and December 31, 2003, the Company had paid or has payable $69,999 and $66,999 to directors and officers of the Company.
 
 NOTE 5  NOTE PAYABLE TO RELATED PARTY
 
 At March 31, 2004 and December 31, 2003, the Company had a note payable to a director of the Company in the amount of $500,000, plus accrued interest of $67,226 and $54,795. This note is unsecured, bears interest at 10% and is due November 27, 2004.
 
 NOTE 6  ADVANCES PAYABLE
  
 The advances payable bear no interest, are unsecured and have no fixed terms of repayment.
 
 NOTE 7  COMMON STOCK
  
 On May 17, 2002, the Company declared a stock dividend of three shares for every one share issued. The stock dividend was paid out on May 28, 2002. The stock dividend resulted in an increase of the Companys issued and outstanding share capital from 6,210,000 shares to 24,840,000 shares.
 
 On June 21, 2002, the Company cancelled 3,800,000 of its issued and outstanding common shares and returned the shares to treasury.
 
 Page - 9 
 GLOBETRAC INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE 7  COMMON STOCK, continued
 
 On July 29, 2002, the authorized share capital of the Company increased from 55,000,000 shares to 205,000,000 shares with a par value of $0.001, consisting of 200,000,000 common shares and 5,000,000 preferred shares.
 
 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 8  DEPENDENCE ON KEY SUPPLIER
 
 On June 19, 2002, the Companys wholly owned subsidiary entered into a two year master distribution agreement with the manufacturer and supplier of a wireless vehicle tracking, communications and telematics system, whereby the Company has the rights to market and distribute the telematics hardware and software products throughout Europe. By letter agreement dated June 4, 2003, the master distribution agreement was extended to October 15, 2007 and the Company purchase requirements changed to ordering a minimum of 1,000 units before September 15, 2003 and ordering a minimum of 6,000 units by October 15, 2004, the minimum ordering requirements subsequent to October 15, 2004 have not been determined. Due to the uniqueness of the telematics equipment, the Company is dependent on this supplier, thus failure to obtain product or meet the unit minimum purchase requirements may have an adverse financial effect on the Company. On March 8, 2004, the Company entered into a letter agreement with the supplier of their wireless vehicle tracking products whereby the supplier agreed to allow the Company to delay meeting their minimum purchase requirements until May 1, 2004, in exchange for giving up their exclusive rights to sell their products in the following countries in Europe; Belarus, Bulgaria, Cyprus, Estonia, Finland, Iceland, Latvia, Lithuania, Malta, Moldavia, Russia, Romania, Turkey and the Ukraine. (Note 10)
 
 Page - 10 
 GLOBETRAC INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 
 NOTE 9  COMMITMENT AND CONTINGENCIES
 
 During the period the Company has been focusing on effectuating and implementing its business plan which includes building product recognition, gaining market share, meeting customer expectations, tailoring products to meet customer specifications, following up and ensuring customer satisfaction. As such, the Company has accumulated a deficit of $2,886,815 to date and additional financing will be required by the Company to fund its sales and marketing program and to support operations. Management plans to mitigate its losses in future years by increasing sales and reducing certain operating expenses that were associated with changes in management, technical problems with the tracking units and tailoring the products to meet customer specifications, expectations and demands. However, there is no assurance that the Company will be able to obtain additional financing. There is no assurance that they will be able to build product recognition, gain market share, meet customer expectations, tailor products to meet customer specifications, follow up or ensure customer satisfaction. Furthermore there is no assurance that the Company will be able to keep up with rapid technological changes, changing customer needs and evolving industry standards and that the Company will be able to grow their market share or introduce new products and services on a continual and timely basis. There is also no assurance that the Company will be able to increase sales and reduce certain operating expenses associated with; changes in management, technical problems with the tracking units and tailoring the products to meet customer specifications, expectations and demands. The financial statements do not include any adjustments that might result from the outcome of those uncertainties.
 
 
 NOTE 10  SUBSEQUENT EVENTS
  
 On May 1, 2004, the Company had not met their minimum purchase requirements under their master distribution agreement. (Note 8)
 
 Page - 11 
 Item 2. Managements Discussion and Analysis or Plan of Operation.
 
 THE FOLLOWING IS A DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GLOBETRAC FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2004 AND 2003. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE HEREIN.
 
 Overview
 
 GlobeTrac is 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 London, England.
 
 On June 19, 2002, Global Axxess entered into a master distributorship agreement with WebTech Wireless Inc. (WebTech) whereby WebTech granted Global Axxess the exclusive right to distribute the Quadrant System TM, a wireless vehicle tracking, communications and telematics system composed of hardware and software products in Europe . On June 4, 2003, GlobeTrac England and WebTech entered into a letter agreement whereby Global Axxess exclusive distribution rights were extended to October 15, 2006 and the minimum purchase requirements were amended. On March 8, 2004, Global Axxess mutually  entered into a letter agreement with WebTech whereby WebTech agreed to allow Global Axxess to delay meeting its minimum purchase requirements until May 1, 2004, in exchange for Global Axxess giving up its exclusive rights to sell WebTechs products in Belarus, Bulgaria, Cyprus, Estonia, Finland, Iceland, Latvia, Lithuania, Malta, Moldavia, Russia, Romania, Turkey and the Ukraine.
 
 During the first quarter of 2004, our sales improved dramatically however, it is not anticipated that even the current growth momentum will be sufficient to allow us to meet the minimum order requirements for some time to come. We are currently in discussions with WebTech regarding this issue. In hindsight we now realize that the order commitment for year two of our contract with WebTech was, an inappropriate target, given a) product problems encountered to date were far greater than ever anticipated, b) product modifications required to meet European requirements were significant, c) the fact that an integral part of the solution, (MapPoint mapping) is only available for 13 of the original 46 countries covered by the terms of the WebTech contract, d) product pricing reductions have not adequately met market demands and as a consequence margins have reduced and e) expectations that foreign language capabilities would be readily available have not been met by WebTech.
 
 We offer an end-to-end platform of wireless and mobile services using a Global System for Mobile communications/General Packet Radio Service (GSM/GPRS) network that provides commercial fleets with affordable vehicle tracking, communications and telematics services delivered over the Internet and in a user-friendly format. Supported by the WebTech suite of products we will be able to provide a variety of wireless and mobile services that can be separated into four key areas:
 
 Location Based Services (LBS)
Navigation, Automatic Vehicle Location (AVL)/tracking, proximity-based services, traffic reporting, geofencing, vehicle monitoring.Telematics
Safety & security, anti-theft, vehicle recovery, air-bag deployment notification, remote door lock/unlock, remote vehicle diagnostics.Communications
Dispatch, voice, data, messaging.Internet
Mobile computing, invoicing, Intranet/Extranet connectivity, Internet access.
 
 
 Page - 12
  With the WebTech suite of products, fleet managers can track their vehicles and ensure that their vehicles are operated efficiently, economically and safely, thus maximizing their customers satisfaction.
 
 We began as a start-up business in the fall of 2002 and since inception we have been concentrating on training and building our sales team while ensuring that the entire WebTech suite of products sold meet or exceed customer expectations. We are a new age, high tech company and as such have been directing our efforts towards gaining brand recognition and increasing our market share through direct and indirect marketing and advertising in the form of; outside sales staff, brochures, telemarketing and direct mailings. Our marketing has been directed towards companies with commercial fleets. Our sales and marketing program is proving the correct model and continues to result in increased sales. In fact our revenue result for the first quarter of 2004 has surpassed the entire revenue result for the whole of 2003 by 10%. However, we need to concentrate more on increasing the deployment of the Quadrant portal thereby increasing the monthly recurring income element of our business. While our end user activities continue we are progressively appointing new resellers throughout Europe. We now have representation in UK, France, Spain, Italy, Norway, Sweden and are in discussion with resellers in Austria, Switzerland, Netherlands, Belgium and Portugal. To a great extent, growth and further development in Europe is very dependent on support from our supplier WebTech as applications & solutions development, product enhancement, customization & integration and product marketability including pricing rests with them.
 
 During the course of the first quarter of 2004:
 
 *a* *)*    We  still encountered major support problems with the L2000 model to the extent that we have requested some considerations from WebTech for problems encountered with this model.
 
 b) Product pricing pressure continued to increase as some competitors at the lower end of the market attempt to customize similar products. We have fed back to WebTech our market research data and have indicted our pricing requirements for the European market to remain competitive and are awaiting a response.
 
 c) It has become very apparent that foreign language capabilities are almost mandatory if we are to significantly penetrate the European market. To that end WebTech are working on making the portal available in French, Italian, German, Spanish to be followed by Dutch.
 
 d) Technical support from WebTech remained a significant issue causing a serious drain on our technical resources and slowing down of proactive applications development and customization. This issue is being addressed with WebTech who have expressed a willingness to improve this area.
 
 e) Growth in our network of resellers continues but is slower than desired due to our inability to offer sufficient margin.
 
 f) Interest in the subject of AVL and Telematics increased significantly during the first quarter as a result of two major events  the 3GSM World Congress in Cannes, France in February and CEBIT, the worlds largest electronics fair in Hanover, Germany in March. AVL and Telematics companies were on display and many conference streams covered the subject. A general feeling has prevailed for some time that our industry will only ever really take off when the Wireless Telecommunication Network Operators become interested in the subject. It appears that this is now happening.
 
 g) GlobeTracs brand name continues to grow and unsolicited enquiries are increasing.
 
 h) Our research and investigation into the pending EU mandatory introduction of Digital Tachographs in vehicles over 3.5 tones in weight continues. However, the EU bureaucracy makes it difficult to know which standard is eventually going to be approved. Similarly the German toll collect system is still delayed because of design restrictions. We believe all of these new legislated products will have a positive impact on our business albeit until we know the outcome its hard to say.
 
 During the period ending March 31, 2004, we have been focusing on effectuating and implementing our business plan that includes building product recognition, gaining market share, meeting customer expectations, tailoring products to meet customer specifications, following up and ensuring customer satisfaction, and staying on the leading edge of technology. As such, we have accumulated a deficit of approximately $2.9 million to date and will require additional financing to continue implementing our business plan. We plan to mitigate our losses in future years by increasing sales and reducing certain operating expenses that were associated with changes in management, technical problems with the tracking units, and tailoring our products to meet customer specifications, expectations and demands. However, there is no assurance that we will be able to obtain additional financing. There is no assurance that we will be able to build product recognition, gain market share, meet customer expectations, tailor products to meet customer specifications, follow up and ensure customer satisfaction, or stay on the leading edge of technology. Furthermore there is no assurance that we will be able to keep up with rapid technological changes, changing customer needs and evolving industry standards or that we will be able to grow our market share or introduce new products and services on a continual and timely basis. There is also no assurance that we will be able to increase sales and reduce certain operating expenses associated with; changes in management, technical problems with the tracking units, and tailoring the products to meet customer specifications, expectations and demands. The financial statements do not include any adjustments that might result from the outcome of those uncertainties.
 
 Page - 13
  Results of Operations
 
 Revenues
 
 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 . In fact the revenue result in the first quarter of 2004 surpassed the entire 2003 total result by 10%. 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. We plan to continue implementing our business plan throughout the remainder of 2004 by changing our market focus from selling our products to end-users and concentrating our efforts on selling to resellers. By concentrating on resellers we expect to get more products into the market allowing our wireless tracking devices to more quickly gain market recognition and in turn greater market acceptance.
 
 Revenue increased by $74,815 from $630 for the three month period ended March 31, 2002 to $75,445 for the three month period ended March 31, 2003. The increase in revenue was caused by the changes in management and business direction. All of the revenue earned during the period ended March 31, 2002 and $Nil of the revenue earned in the period ended March 31, 2003, came from the digital graphic design business and $75,445 of the revenue earned in the period ended March 31, 2003, came from sales and installation of the global wireless tracking and telematics equipment. We expect to generate additional revenues by expanding our sales and marketing program, training and building our sales team and ensuring all of our products meet or exceed customer expectations.
 
 Cost of Sales
 
 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 year. 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. During 2004, we expect to maintain or exceed our gross margin of 36% due to higher margins on the next generation of wireless tracking units, due to be launched in June 2004.  However, much depends of receiving better pricing breaks from WebTech, which at this stage is not guaranteed.
 
 Cost of sales increased by 100 % or $49,607 for the three month period ended March 31, 2003 as compared to the three month period ended March 31, 2002 when there were no costs associated with sales. The reason for the increase was due to the changes in management and business direction. As a percentage of revenue, the gross margin decreased from 100% in the period ended March 31, 2002 to 34% during the period ended March 31, 2003 due to changing from the digital graphic design business to the wireless tracking and telematics business. We expect cost of sales to decrease as a percentage of sales and gross margin to increase as revenues increase.
 
 Operating Expenses
 
 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. We expect operating costs to increase due to  the hiring of additional sales staff , advertising, marketing and business development costs.
 
 Page - 14
  Operating expenses increased for the three month period ended March 31, 2003 compared to the three month period ended March 31, 2002 by $363,953, primarily due to increases of $67,098 in professional fees, $100,005 in consulting fees, $10,565 in office expenses, $399 in interest and bank charges, $306 in depreciation, $41,397 in installation expenses, $66,999 in management fees, $11,653 in rent, $6,571 in telephone expenses, $14,044 in wages, $22,840 in marketing and advertising and $24,703 in travel and entertainment, offset by an increase of $2,627 in foreign exchange transaction gains. The increase in operating costs was caused by a change in management, a change in business direction and a new sales and marketing program. We expect future operating expenses to increase due to continued expansion of our sales and marketing program and we expect that future operating expenses associated with the change in business direction to decrease.
 
 Deferred Tax Assets
 
 We had deferred tax assets of approximately $800,000 and $160,000 at March 31, 2004 and 2003. We have established a valuation allowance equal to the full amount of the deferred tax assets because our ability to use these losses is uncertain.
 
 Interest Expense
 
 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. Interest expense will increase during 2004 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 from March 31, 2002 as compared to March 31, 2003 by $23,956 or 100% primarily due to interest on convertible notes payable and the note due to a related party.
 
 Liquidity and Capital Resources
 
 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 have accumulated a deficit of $2,886,815 since inception and have a stockholders deficiency of $1,674,764. We have no contingencies or long-term commitments except for the agreement with WebTech Wireless Inc.
 
 We had cash of $41,395 and a working capital deficit of $569,672 at March 31, 2003. During the three month period ended March 31, 2003, we used $244,605 in cash for operating activities, primarily for an operating loss of $364,347, an increase in accounts receivable of $2,593 and an increase in inventory of $41,100, offset by a decrease in prepaid expenses of $83,332, depreciation of $306, an increase in accounts payable and accrued liabilities of $21,592, accounts payable and accrued interest payable to related parties of $46,562 and accrued interest on convertible debt of $11,643. Cash used in operations of $244,605 was financed by an increase in advances of $80,053, offset by the effects of exchange rate changes on cash of $4,282. A decrease in working capital of $642,517 was due to a decrease in current assets of $208,473 offset by an increase in current liabilities of $434,044. We have accumulated a deficit of $1,190,984 since inception and have a stockholders deficiency of $1,146,050. We have no contingencies or long-term commitments except for the agreement with WebTech Wireless Inc.
 
 Plan of Operation for the Next Twelve Months
 
 As a high tech company we need to continually (1) work out technical difficulties, (2) improve the product, (3) tailor the product to customer needs, (4) grow brand recognition, and (5) grow its market share. Over the next 12 months, we expect to have continual and consistent growth. However, in order to implement our business plan, we expect that during 2004 our operating costs will more than offset our gross profit.
 
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  We anticipate funding our working capital needs for the next 12 months through an increase in sales, the equity capital markets, private advances and loans. Although the foregoing actions are expected to cover our anticipated cash needs for working capital and capital expenditures for at least the next 12 months, no assurance can be given that we will be able to raise sufficient cash to meet these cash requirements.
 
 We plan to improve cash flow and operating results by selling the WebTech suite of products, raising additional capital through private placements of stock, private advances, and loans.
 
 We are not currently conducting any research and development activities other than the development of our website and the development of customer applications and solutions. Such activities will continue into the future as they are an integral part of normal business growth in this industry.  As we expand our customer base and product lines, we will need to hire additional employees, agents, distributors or independent contractors as well as purchase or lease additional equipment.
 
 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:
 
 Revenue Recognition
 
 Revenue is recognized when the product is shipped to a reseller or end-user or when installation of the wireless tracking and telematics equipment has been completed; price is fixed or determinable and collectability is reasonably assured.
 
 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.
 
 Inventories
 
 Inventory is stated at the lower of cost (first-in, first-out) or market value. Market value represents the lower of replacement cost or estimated net realizable value.
 
 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 the Companys English and Irish operations.
 Contractual Obligations
 
 The following table provides a summary of GlobeTracs debt obligation as of March 31, 2004. This table excludes obligations under the master distributorship agreement because commitments under that agreement have been waived until May 1, 2004 and GlobeTrac cannot predict what its commitments will be, if any, subsequent to May 1, 2004. At the date of writing these contractual commitments are still under negotiation with WebTech and it is still not known whether WebTech will try to enforce said commitments and thereby effectively remove our exclusivity for Europe by our resultant failure to do so or whether they will agree to forego or defer this commitment. 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. GlobeTrac has not included advances payable because these advances have no fixed terms of repayment and GlobeTrac cannot predict when they will repay them.
 
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  Contractual Payment Due by Year
 2004
 
 Note Payable to Related Party    $567,000
 
 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.
 
 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, product development, market position, expenditures and financial results are forward-looking statements.
 
 Forward-looking statements in this Form 10-QSB include statements regarding the following expectations:
 
 Not even the current growth momentum will be sufficient to allow us to meet the minimum order requirements for some time to come.The WebTech suite of products allows, fleet managers to track their vehicles and ensure that their vehicles are operated efficiently, economically and safely, thus maximizing their customers satisfaction.All of the WebTech suite of products sold will meet or exceed customer expectations.GlobeTrac will increase its market share through direct and indirect marketing and advertising.GlobeTracs sales and marketing program is proving the correct model and will continue to result in increased sales.GlobeTracs increasing the deployment of the Quadrant portal will increase its monthly recurring income.GlobeTrac will continue to appoint new resellers throughout Europe.GlobeTrac will continue to grow and develop in Europe due to the support of our supplier WebTech.GlobeTrac will receive some consideration from WebTech for problems encountered with the L2000.Product pricing pressures will continue to increase as the European market gets more competitive.WebTech will make the portal available in French, Italian, German, Spanish and Dutch in order significantly penetrate the European market.WebTech will improve their technical support which will reduce the serious drain on our technical resources and increase our proactive applications development and customization.Growth in our network of resellers will continue.EU legislation will make it mandatory to fit Digital Tachographs in vehicles over 3.5 tones in weight and this will have a positive impact on our business.Our industry will take off because the Wireless Telecommunication Network Operators have now become interested in AVL and Telematics.
Page - 17GlobeTracs brand name will continue to grow.Unsolicited enquiries will continue to increase.Germany s implementation of a toll collect system will have a positive impact on our business.GlobeTrac will require additional financing to continue to implement its business plan.GlobeTrac will continue to implement its business plan, which includes building product recognition, gaining market share, meeting customer expectations, tailoring its products to meet customer specifications, following up to ensure customer satisfaction, and staying on the leading edge of technology.GlobeTrac will mitigate its losses in future years by increasing sales and reducing certain operating expenses that were associated with changes in management, technical problems with the tracking units, and tailoring its products to meet customer specification, expectations and demands.GlobeTrac will be able to keep up with rapid technological changes, changing customer needs and evolving industry standards and that GlobeTrac will be able to grow its market share and introduce new products and services on a continual and timely basis.GlobeTrac will be able to change its market focus from selling its products to end-users to selling its products to resellers.GlobeTracs product lines and customer base will continue to increase.By concentrating on resellers, GlobeTrac will be able to get more products into the market allowing its wireless tracking devices to gain market recognition more quickly and in turn greater market acceptance.GlobeTrac expects to maintain or exceed its gross margin of 36%.GlobeTracs next generation of wireless tracking units will be launched in June 2004.GlobeTracs margins will be higher on its next generation of wireless tracking units.Higher margins on the next generation of wireless tracking units will depend on receiving better pricing from WebTech.The increase in operating costs will be due to increases in sales staff, advertising, marketing and business development during 2004.Interest expense will increase during 2004 if GlobeTracs receives more funding through issuance of more promissory notes.Interest expense may decrease if any of the promissory notes are repaid or if any of the convertible debt is converted into Common Stock of GlobeTrac.GlobeTrac will be able to continually (a) work out technical difficulties, (b) improve the product, (c) tailor the product to customer needs, (d) grow brand recognition, and (e) grow market share.GlobeTrac will have continual and consistent growth.In order to implement GlobeTracs business plan during 2004 that its operating costs will more than offset its gross profit.GlobeTrac will be able to fund its working capital needs for the next 12 months through an increase in sales, the equity capital markets, private advances, and loans.GlobeTrac will be able to improve cash flows and operating results by selling wireless tracking and telematics units and monthly portal rental fees, raising additional capital through private placements of stock, private advances, and loans.
Page - 18GlobeTrac plans to conduct research and development in the future as they are an integral part of normal business growth in this industry.As GlobeTrac increases its customer base and product lines that GlobeTrac will need to hire additional employees, agents, distributors or independent contractors.As GlobeTrac expands its customer base and product lines GlobeTrac will need to purchase or lease additional equipment.Of GlobeTracs uncertainty of utilizing its deferred tax assets.That inflation will not have a material impact on future operations.GlobeTrac will be able to obtain pricing relief from WebTech.GlobeTrac will be able to renegotiate their minimum purchase requirements from WebTech.WebTech will try to enforce their minimum purchase commitments.WebTech will remove their exclusivity for Europe if we fail to meet our minimum purchase commitments. 
 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 demand for GlobeTracs products and services; changes in business direction or strategy; competitive factors (including competitors introducing superior products); pricing pressure (including competitors offering similar products at lower prices); inability to attract, develop or retain technical, consulting managerial, sales personnel, agents, distributors or independent contractors; changes in consumer tastes; inability to obtain product from the manufacturer and evolving industry products and standards. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.
 
 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 quarterly 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 by GlobeTrac in this report is accumulated and communicated to GlobeTracs management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in GlobeTracs internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
 
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  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. Changes in Securities.
 
 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.
 
 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
Status3.1
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.
Filed3.2
Bylaws filed as an Exhibit to GlobeTracs registration statement on Form SB-2 filed on August 2, 2001, and incorporated herein by reference.
Filed3.3
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.
Filed10.1
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.
Filed10.2
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.
Filed10.3
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  Page - 20
  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.
Filed31
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Included32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Included99.1
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.
 
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 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.
  
 /s/ Jim Pratt
 Name:  Jim Pratt
 Title :  Director and CEO
 Dated:  May 17, 2004
 
 
 
 */s/ John daCosta*
 Name:  John daCosta
 Title :  CFO
 Dated:  May 17, 2004
 
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 Exhibit 31
 
 
 
 
 
 Page - 23 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 17, 2004
 
 /s/ Jim Pratt Jim Pratt  Chief Executive Officer
  
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 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 17, 2004
 
 /s/ John daCosta John daCosta  Chief Financial Officer
  Page - 25 
 
   Exhibit 32
 
 
 Page - 26 
 CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  
 In connection with the Quarterly Report of GlobeTrac Inc. (GlobeTrac) on Form 10-QSB for the period ending March 31, 2004 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 the Company.
 
 /s/ Jim Pratt Jim Pratt  Chief Executive Officer  May 17, 2004
  
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 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, 2004 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 the Company.
 
 /s/ John daCosta  John daCosta  Chief Financial Officer  May 17, 2004
  
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