As filed with the Securities and Exchange Commission on April 28, 2005.
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                  FORM 10-KSB/A
                                   (Mark One)
                      [X] ANNUAL REPORT PURSUANT TO SECTION
                          13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _____________ to _____________.

                        Commission file number: 000-26455

                                iSecureTrac Corp.
                 (Name of small business issuer in its charter)

                 DELAWARE                              87-0347787
       (State or other jurisdiction                 (I.R.S. Employer
    of incorporation or organization)              Identification No.)

                             5078 South 111th Street
                              Omaha, Nebraska 68137
               (Address of principal executive offices)(Zip Code)
                    Issuer's telephone number: (402) 537-0022

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $4,679,486.

The aggregate market value of the common stock of the registrant held by
non-affiliates, all of which is voting, was approximately $11,080,736, based on
the closing sale price reported on March 28, 2005.

As of March 28, 2005, there were 90,514,475 shares of the registrant's common
stock outstanding.

Transitional Small Business Disclosure format (check one): YES |_| NO |X|

================================================================================

<PAGE>

                                Explanatory Note

iSecureTrac Corp. ("iSECUREtrac" or "iSt" or the "Company") is amending its
annual report on Form 10-KSB for the year ended December 31, 2004 ("Form
10-KSB") to include the information required by Part III of the Form 10-KSB. The
Company filed its Form 10-KSB on March 31, 2005 which indicated that it would
incorporate many sections of Part III by reference to the Company's definitive
proxy statement. At this time, the Company no longer expects to be able to file
its definitive proxy statement within the applicable time frame required for
incorporating by reference information into the Company's Form 10-KSB.
Therefore, the Company is filing this amended Form 10-KSB/A to include such
information and to remove references to the proxy statement. Except as
indicated, the Company has made no other changes to its Annual Report on Form
10-KSB for the year ended December 31, 2004.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

THE BOARD OF DIRECTORS

Information regarding the Board of Directors of the Company is set forth below.
Each director is elected for a one-year term.

Robert E. Badding, age 75, joined our Board of Directors in October 1997. He is
the founder and current Chairman of the Board of Badding Construction. Mr.
Badding served as Chief Executive Officer of Badding Construction from 1954 to
1999. Badding Construction is a regional commercial and residential construction
firm.

Martin J. Halbur, age 53, joined our Board of Directors in July 2000. Dr. Halbur
has been practicing dentistry in Carroll, Iowa, since 1976. Dr. Halbur performed
his undergraduate work at Creighton University in Omaha and graduated from
Creighton University Dental School in 1976.

Roger J. Kanne, age 64, has been a Director since October 1997 and currently
serves as Chairman of the Board of Directors.. Mr. Kanne also served as our
Chief Financial Officer and Secretary from May 2000 to February 2001. Mr. Kanne
is Chairman, President and CEO of Community Oil Company, a regional distributor
of petroleum products, and has served in such capacity since 1972. He also
serves as Vice President and Secretary of ET Company, a regional video
distributor, and has held such position for the last 17 years.

Ronald W. Muhlbauer, age 63, former Chairman of the Board and has been a member
of the Board of Directors since December 1996. He is a Certified Public
Accountant and for 28 years was a partner with the accounting firm of Olsen,
Muhlbauer & Co., L.L.P., in Carroll, Iowa. He currently is with Commercial
Savings Bank. Mr. Muhlbauer is a graduate of Creighton University in Omaha,
Nebraska, with a BS degree in Business Administration.

Ravi Nath, age 52, joined our Board of Directors in December 2001. Dr. Nath is
the Jack and Joan McGraw Endowed Chair of the Department of Information Systems
and Technology at Creighton University in Omaha. He assumed the Department chair
in May of 1998 and became a tenured Professor at Creighton in 1998. From 1980 to
1998, Dr. Nath was a Professor of management information systems at the
University of Memphis, receiving a tenure in 1985. Dr. Nath also currently
serves as Executive Director of the Joe Ricketts Center in E-Commerce and as a
Board member of the Applied Information Management Institute.

Thomas E. Wharton Jr., age 43, joined our Board of Directors in December 2001.
Mr. Wharton also serves as our President and Chief Executive Officer. Mr.
Wharton has a 19-year career in financial management, business strategy


                                       2
<PAGE>

development, and marketing for international and domestic companies. Mr. Wharton
began his career at Bozell & Jacob's Poppe Tyson Advertising division in 1988,
where he advanced to CFO & CIO in 1992. While CIO at Poppe Tyson, Mr. Wharton
co-founded, managed, and obtained initial financing for Poppe's ad sales
network, which has become the industry's top Internet advertising network,
DoubleClick, Inc. (NASDAQ DCLK). Mr. Wharton co-founded Poppe Tyson Interactive,
and was named President & Chief Operating Officer in 1996. Mr. Wharton's
responsibilities included expanding operations into Europe, Asia, and South
America, worldwide marketing strategies and global client expansion. He helped
develop online strategies for IBM, Dow Chemical, Chase Bank, Priceline, Sony
Playstation & Underground, Cadillac, Hong Kong Bank, Nikkei, DoubleClick, and
various other startup and global clients. Mr. Wharton is currently a director of
WFS Direct Inc.

The Board of Directors has determined that Mr. Muhlbauer is independent and
qualifies as an "audit committee financial expert" under criteria specified by
the SEC.

The Company does not have a standing nominating committee. The Board determined
that due to the relatively small size of the Board and its policy on director
nominations, it is not necessary to form a separate committee to evaluate
director nominations. The Board identifies nominees to serve as directors of the
Company primarily through suggestions made by directors, management or
stockholders. Candidates for directors are evaluated based on their
independence, character, judgment, diversity of experience, financial or
business acumen, and their ability to represent and act on behalf of all
stockholders. However, the Board has not established any quantifiable minimum
standards for evaluating potential nominees. The Board will consider nominations
for directors received from stockholders which are submitted in a timely manner
with sufficient biographical and business experience information about the
nominee to allow the Board to evaluate the nominee.


EXECUTIVE OFFICERS


Information regarding non-director executive officers of the Company is set
forth below.


David G. Vana, age 43, was appointed Chief Financial Officer in August 2003.
From November, 2001 to August, 2003, Mr. Vana served as Senior Vice President of
Product Development where he led the development of the Company's offender
monitoring products. Mr. Vana was with Telemarket Resources International (TRI),
an Omaha, Nebraska company that provides message broadcasting and direct
marketing products to the telecommunications industry, from May 2000 until
October 2001 where he served as a Board Member and CFO. Prior to that, he was
with Ernst & Young's Management Consulting Practice in Kansas City, Missouri.
Mr. Vana previously was the CFO for Pyramid Computing Solutions, Director of
Financial Systems for MFS Communications and Accounting Manager for America
First Companies. He has extensive experience in strategic planning, project
management, accounting and finance. Mr. Vana has a BSBA and an MBA from the
University of Nebraska at Omaha.


Edward J. Sempek, age 43, was appointed Senior Vice President, Operations &
Business Development in August 2003. From November, 2001 to August, 2003, Mr.
Sempek served as Senior Vice President of Sales & Marketing. Mr. Sempek served
as Executive Vice President at Telemarket Resources International (TRI) from
January 2000 to October 2001. Mr. Sempek is an entrepreneur, having owned a
number of successful businesses over the past two decades including Pyramid
Computing Solutions, Inc., which was acquired by TRI. Mr. Sempek was previously
employed with Sprint, a large global communications company, from 1989 to 1995.
He served as Major Account Manager, National Account Manager, Area Sales Manager
and Regional Data Sales Manager with Sprint. In 1994 he was the number two Area
Sales Manager in the country.


David G. Sempek, age 42, was appointed Chief Technology Officer in November
2001. Mr. Sempek served as Chief Technical Officer at Telemarket Resources
International (TRI) from January 1999 to October 2001. Mr. Sempek also served as
Vice President of Information Services at Pyramid Computing Solutions Inc. from
January 1993 to December 1999. Mr. Sempek has a Bachelor of Electrical
Engineering with distinction from the University of Minnesota. He specializes in
computer science and programming and has written thesis material on the
"Implementation of Algorithms for VLSI Layout."


                                       3
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each
of our directors and executive officers and any holder of 10 percent or more of
our common stock to file reports with the SEC showing changes in their ownership
of our common stock. Based solely on our review of copies of the Section 16(a)
reports we have received and written representations from each person who did
not file an annual report with the SEC on Form 5, we believe that all Section
16(a) reports with respect to 2004 were filed on time, except for the following:


      (a) Three officers of the corporation, Thomas Wharton, Jr., David Vana,
      and Todd Hansen, failed to file on a timely basis a Form 4 report relating
      to the grant of stock options to them in December 2004, all of which
      reports were subsequently filed.


      (b) Total Tech LLC has not filed Form 3 upon becoming a beneficial owner
      of more than 10% of our common stock and has not filed reports on Form 4
      reporting subsequent transactions in our common stock.


CODE OF ETHICS

The Company does not currently have a code of ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. However, the
Company is in the process of assessing this issue and intends to adopt a code of
ethics in the near future.



Item 10.  Executive Compensation.

Executive Compensation

The following table sets forth certain information for each of the last three
fiscal years concerning compensation paid by us to our current Chief Executive
Officer and each other executive officer who earned a total annual salary that
exceeded $100,000 for 2004 (together, the "Named Executive Officers"), and three
former executive officers who resigned during 2004.


                                       4
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                           Long-Term
                                                         Annual Compensation              Compensation
                                                         -------------------               Securities
                                                                                            Underlying
                                                                                           Options/SARS
Name and Principal Position                  Year        Salary ($)       Bonus ($)            (#)(8)
---------------------------                 -----------------------------------------------------------
<S>                                         <C>          <C>              <C>             <C>
Thomas E. Wharton Jr.   (1)                  2004          143,693              --           2,500,000
Chief Executive Officer, President           2003               --              --                  --
and Director                                 2002               --              --                  --


David G. Vana  (2)                           2004          123,900              --           1,000,000  *
Chief Financial Officer, Secretary           2003          123,900              --                  --
                                             2002          118,983              --                  --


Edward Sempek (3)                            2004          123,900              --           1,000,000  *
Sr. VP,  Operations and Business             2003          123,900              --                  --
Development                                  2002          120,950              --


David Sempek (4)                             2004          123,900              --           1,000,000  *
Sr. VP,  Technology, Chief Technical         2003          123,900              --                  --
Officer                                      2002          118,983              --


Michael P. May  (5)                          2004           44,281              --                  --
Former Chairman, Chief Executive             2003          220,000              --                  --
Officer and Director                         2002          210,000              --                  --


James E. Stark  (6)                          2004           44,609              --                  --
Former President and Director                2003          132,000              --                  --
                                             2002          126,000              --                  --


John M. Heida   (7)                          2004           63,572              --             100,000
Former Senior Vice President-- Corporate     2003          110,000              --             100,000
Development and General Counsel              2002          110,000              --             150,000
</TABLE>


* 100,000 of these options were granted in 2003 and repriced from $0.34 to $0.23
in December 2004 and 200,000 of these options were granted in 2001 and repriced
from $0.7905 to $0.23 in December 2004.

(1) Thomas E. Wharton Jr. became our Chief Executive Officer on February 9, 2004
and our President on April 1, 2004. We entered into an employment agreement with
Mr. Wharton on February 9, 2004 which continues for an indefinite term, unless
terminated by either party. The agreement provides for a base salary of $160,000
on an annual basis, a bonus plan of up to 50% of his annual salary and the
opportunity to be granted options to purchase our common stock.


                                       5
<PAGE>

(2) David G. Vana joined the Company on November 5, 2001 and was appointed as
our Chief Financial Officer on August 1, 2003. We entered into an employment
agreement with Mr. Vana on November 5, 2001 which continues for an indefinite
term, unless terminated by either party. The agreement provides for a base
salary of $118,000 on an annual basis, a bonus plan of up to 50% of his annual
salary and the opportunity to be granted options to purchase our common stock..
The agreement continues on an indefinite basis, unless terminated by either
party.

(3) Edward Sempek joined the Company as Senior Vice President, Operations and
Business Development on November 5, 2001. We entered into an employment
agreement with Mr. Sempek on November 5, 2001 which continues for an indefinite
term, unless terminated by either party. The agreement provides for a base
salary of $118,000 on an annual basis, a bonus plan of up to 50% of his annual
salary and the opportunity to be granted options to purchase our common stock.

(4) David Sempek joined our Company as Senior Vice President, Technology, and
Chief Technical Officer on November 5, 2001. We entered into an employment
agreement with Mr. Sempek on November 5, 2001 which continues for an indefinite
term, unless terminated by either party. The agreement provides for a base
salary of $118,000 on an annual basis, a bonus plan of up to 50% of his annual
salary and the opportunity to be granted options to purchase our common stock.

(5) Mr. May resigned all positions with the Company on February 9, 2004.

(6) Mr. Stark resigned all positions with the Company on April 1, 2004.

(7) Mr. Heida resigned all positions with the Company on June 4, 2004.

(8) Indicates number of shares of common stock underlying options. The Company
does not maintain a long-term incentive plan or pension plan for its executive
officers as defined by the rules of the SEC.

Stock Options

      Our 2001 Omnibus Equity Incentive Plan (the "2001 Plan") provides for the
granting of stock options and other equity incentives to our officers, key
employees, directors, consultants or advisors who provide services to the
Company at an exercise price of not less than 85% of the closing price of the
Company's common stock as of the date when the options are granted. As of
January 1 of each year, commencing with the year 2001, the aggregate number of
options that may be awarded under the Plan will automatically increase by a
number equal to the lesser of 1% of the total number of common shares then
outstanding or 200,000. As of December 31, 2004, options for a total of
1,491,958 shares of our common stock were outstanding under the 2001 Plan and
options for another 147,720 shares of common stock remain available for new
option grants under the 2001 Plan.

      We have also granted options to acquire a total of 9,651,583 shares of our
common stock to certain of our executive offers under the terms of the
employment agreements and other individual compensation arrangements.

      On December 3, 2004, the Board of Directors adopted a resolution, upon
recommendation of the Compensation Committee, reducing the exercise price of all
outstanding options granted under the 2001 Plan and under employment agreements
or other compensation arrangements to $0.23 per share. The market price for the
Company's common stock has declined over the past several years. This has caused
a substantial loss in the value of the stock option issued to the Company's
directors, executives and key employees. While the Company paid no bonuses to
its Named Executive Officers for their performance in 2004, the Board of
Directors, including all members of the Compensation Committee, decided to
reprice the outstanding options to provide an appropriate incentive to
management and to further align executive compensation with the long-term
interests of the Company's stockholders. The Company accounts for modifications
of previously issued fixed stock option awards under the accounting consequences
of modifications to a fixed stock option or award of APB Opinion No. 25 and
related interpretations. Accordingly, the options are accounted for as variable
from the date of the modification to the date the option is exercised,
forfeited, or expires unexercised.


                                       6
<PAGE>

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

      The following tables contain information on stock options granted during
the year ended December 31, 2004, and about unexercised stock options held at
December 31, 2004.

             OPTION / SAR GRANTS IN FISCAL YEAR 2004


<TABLE>
<CAPTION>
                                                   Number of            Percent of
                                                  Securities         Total Options /
                                                  Underlying           SARs Granted      Exercise or
                                                Options / SARs         to Employees       Base Price    Expiration
Name and Principal Position                       Granted (#)            in 2004          ($/Share)        Date
---------------------------                       -----------            -------          ---------        ----
<S>                                             <C>                   <C>                <C>            <C>
Thomas E. Wharton Jr.                              1,250,000              19.13%                0.23             -
CEO, President and Director                        1,250,000              19.13%                0.23      12/31/09


David G. Vana                                        200,000               3.06%                0.23      04/30/14
Chief Financial Officer, Secretary                   500,000               7.65%                0.23      12/31/09
                                                     100,000 *             1.53%                0.23             -
                                                     200,000 **            3.06%                0.23             -


Edward Sempek                                        200,000               3.06%                0.23      04/30/14
Sr. VP,  Operations and Business                     500,000               7.65%                0.23      12/31/09
Development                                          100,000 *             1.53%                0.23             -
                                                     200,000 **            3.06%                0.23             -


David Sempek                                        200,000                3.06%                0.23      04/30/14
Sr. VP,  Technology, Chief Technical                500,000                7.65%                0.23      12/31/09
Officer                                             100,000 *              1.53%                0.23             -
                                                    200,000 **             3.06%                0.23             -


Michael P. May                                         0                     0                     0             -
Former Chairman, CEO and Director


James E. Stark                                         0                     0                     0             -
Former President and Director


John M. Heida                                       100,000                1.53%              0.3145             -
Former Senior Vice President - Corporate
Development and General Counsel
</TABLE>


*     These options were granted in 2003 and repriced from $0.34 to $0.23 in
      December 2004

**    These options were granted in 2001 and repriced from $0.7905 to $0.23 in
      December 2004


                                       7
<PAGE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

      The following table contains information on stock options granted during
the year ended December 31, 2004, and about unexercised stock options held at
December 31, 2004.

AGGREGATED OPTION / SAR EXERCISES IN FISCAL YEAR 2004 AND YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                                                  Number of Securities       Value of Unexercised
                                                                                 Underlying Unexercised          In-the-Money
                                                                                    Options/SARs at             Options/SARs at
                                                                                     at FY-End (#)                FY-End ($)
                                                                                -------------------------  ------------------------
                                           Shares Acquired         Value             Exercisable /               Exercisable /
                                           on Exercise (#)      Realized ($)         Unexercisable               Unexercisable
                                         --------------------  ---------------  -------------------------  ------------------------
<S>                                      <C>                   <C>              <C>                        <C>
Thomas E. Wharton Jr.                             0                  0            2,331,666 / 208,334            23,317 / 2,083
CEO, President and Director

David G. Vana                                     0                  0             858,334 / 141,666             8,583 / 1,417
Chief Financial Officer, Secretary

Edward Sempek                                     0                  0             858,334 / 141,666             8,583 / 1,417
Sr. VP,  Operations and Business
Development

David Sempek                                      0                  0             858,334 / 141,666             8,583 / 1,417
Sr. VP,  Technology, Chief Technical
Officer

Michael P. May                                2,412,000           378,287             2,497,000 / 0                  0 / 0
Former Chairman, CEO and Director

James E. Stark                                    0                  0                1,000,000 / 0                  0 / 0
Former President and Director

John M. Heida                                     0                  0                 254,166 / 0                   0 / 0
Former Senior Vice President - Corporate
Development and General Counsel
</TABLE>

Director Compensation

We pay each director who is not our employee the sum of $1,000 for each meeting
of the Board of Directors. This fee may be paid in cash or in shares of our
common stock having an equivalent fair market value. For attending Board
meetings in 2004 our Directors received the following number of shares of our
common stock; Mr. Badding received 11,090 shares, Dr. Halbur received 18,734
shares Mr. Kanne received 20,154 shares, Mr. Muhlbauer received 23,279 shares
and Mr. Nath received 23,279 shares. Mr. Ken Macke, who was an advisor to the
Board of Directors, received 19,841 shares of our common stock for services
performed during 2004.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

As of the April 4, 2005, there were 90,531,867 shares of our common stock issued
and outstanding. There were no longer any shares of either our Series A or
Series B Preferred Stock outstanding as of this date. The following table shows
the number of shares of common stock beneficially owned as of this date, by each
person who we know beneficially owns more than 5% of the issued and outstanding
shares of our common stock, each director and executive officer of the Company
and the directors and executive officers as a group.


                                       8
<PAGE>

               Stock Ownership

<TABLE>
<CAPTION>
                                                          Common Stock
                                                      Amount and Nature of
Name and Address of Beneficial Owner                  Beneficial Ownership        Percent of Class
<S>                                                   <C>                         <C>
Robert Badding (1)
304 Timberline Road
Carroll, IA  51401                                              1,826,671                2.02%

Martin J. Halbur (2)
124 Pleasant Ridge Road
Carroll, IA  51401                                              1,661,122                1.83%

Todd Hansen (3)
20004 Rondo Drive
Gretna, NE  68028                                                  78,750                0.09%

Roger Kanne (4)
1311 Amy Avenue
Carroll, IA  51401                                             17,896,914                6.83%

Ronald Muhlbauer (5)
222 Pleasant Ridge
Carroll, IA  51401                                                460,103                0.51%

Ravi Nath (6)
651 N. 59th Street
Omaha, NE  68132                                                   94,201                0.10%

David G. Vana (7)
17902 Pine Street
Omaha, NE  68130                                                  956,038                1.05%

Thomas E. Wharton Jr. (8)
5922 S. 166th Street
Omaha, NE  68135                                                2,591,546                2.78%

Edward Sempek (9)
616 S. 157th Avenue Circle
Omaha, NE  68118                                                  909,288                0.99%

David Sempek  (10)
17027 Seward Street
Omaha, NE  68118                                                  912,287                1.00%

All Directors and Executive Officers (11)
Officers as a Group (10 persons)..............                 27,386,920               17.20%

Total Tech LLC (12)
Carroll, IA  51401                                             11,715,749               11.51%
</TABLE>


                                       9
<PAGE>

*     For purposes of this table, a person is deemed to be the beneficial owner
      of shares of common stock if that person has the right to acquire such
      shares within 60 days of the date of this table by the exercise of any
      stock option. Such stock options held by a person are deemed to have been
      exercised for the purpose of computing the percentage of outstanding
      shares of common stock beneficially owned by such person, but shall not be
      deemed to have been exchanged or exercised for the purpose of computing
      the percentage of outstanding shares of common stock beneficially owned by
      any other person. Additionally, for purposes of this table, a person or
      entity shall be deemed to be a beneficial owner of shares of common stock
      if such person or entity has or shares either investment or voting power
      with respect to such shares. Each director and executive officer has sole
      voting and investment power over the shares such individual beneficially
      owns and all such shares are owned directly unless otherwise indicated.

(1)   Includes 1,806,671 shares of common stock owned directly and fully vested
      options to acquire 20,000 shares of common stock at an exercise price of
      $0.23 per share. Mr. Badding also holds unvested options to acquire 20,000
      shares at an exercise price of $0.23 per share.

(2)   Includes 1,641,122 shares of common stock owned directly and fully vested
      options to acquire 20,000 shares of common stock at an exercise price of
      $0.23 per share. Mr. Halbur also holds unvested options to acquire 20,000
      shares at an exercise price of $0.23 per share.

(3)   Consists of fully vested options to acquire 78,750 shares of common stock
      at an exercise price of $0.23 per share.

(4)   Includes 6,161,165 shares of common stock owned directly, 11,715,749 owned
      indirectly through Total Tech, LLC, and fully vested options to acquire
      20,000 shares of common stock at an exercise price of $0.23 per share. Mr.
      Kanne also holds unvested options to acquire 20,000 shares at an exercise
      price of $0.23 per share.

(5)   Includes 440,103 shares of common stock owned directly and fully vested
      options to acquire 20,000 shares of common stock at an exercise price of
      $0.23 per share. Mr. Muhlbauer also holds unvested options to acquire
      20,000 shares at an exercise price of $0.23 per share.

(6)   Includes 54,201 shares of common stock owned directly and fully vested
      options to acquire 40,000 shares of common stock at an exercise price of
      $0.23 per share. Mr. Nath also holds unvested options to acquire 20,000
      shares at an exercise price of $0.23 per share.

(7)   Includes 64,371 shares of common stock owned directly and fully vested
      options to acquire 891,667 shares of common stock at an exercise price of
      $0.23 per share. Mr. Vana also holds unvested options to acquire 108,333
      shares at an exercise price of $0.23 per share.

(8)   Includes 51,546 shares of common stock owned directly and fully vested
      options to acquire 2,540,000 shares of common stock at an exercise price
      of $0.23 per share.

(9)   Includes 17,621 shares of common stock owned directly and fully vested
      options to acquire 891,667 shares of common stock at an exercise price of
      $0.23 per share. Mr. Sempek also holds unvested options to acquire 108,333
      shares at an exercise price of $0.23 per share.

(10)  Includes 20,620 shares of common stock owned directly and fully vested
      options to acquire 891,667 shares of common stock at an exercise price of
      $0.23 per share. Mr. Sempek also holds unvested options to acquire 108,333
      shares at an exercise price of $0.23 per share.

(11)  Includes 10,257,420 shares of common stock owned directly, 11,715,749
      shares of common stock owned indirectly through Total Tech LLC, and fully
      vested options to acquire 5,413,751 shares of common stock at an exercise
      price of $0.23 per share.

(12)  The members of Total Tech, LLC are Dennis Anderson, Robert Badding, Mary
      Collison, Martin Halbur, Roger Kanne, Ronald Muhlbauer, and Patti Pietig.


                                       10
<PAGE>

SHARES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

      The following equity compensation plan information summarizes plans and
securities approved by, and not approved by, our stockholders as of December 31,
2004:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Weighted average exercise price
                                                                  of outstanding options, warrants   Number of securities remaining
                                    Number of securities to be               and rights             Available for future issuance
                                issued upon exercise of outstanding       price of outstanding            remaining available
            Plan category          options, warrants and rights      options, warrants and rights        for future issuance

-----------------------------------------------------------------------------------------------------------------------------------
                                               (a)                                 (b)                            (c)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                               <C>                              <C>
Equity compensation plans                   1,491,958                             $0.28                         147,720
approved by security holders
-----------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not               9,651,583                             $0.26                            0
approved by security holders
-----------------------------------------------------------------------------------------------------------------------------------
Total                                       11,143,541                            $0.27                         147,720
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------

*     Equity compensation plans not approved by security holders consist of
      arrangements to issue stock options under employment agreements with
      executive officers.


Item 12.  Certain Relationships and Related Transactions.


Roger Kanne and AHK Leasing, LLC, a company controlled by him, lent the Company
money during 2002 and 2003. Some of these loans were evidenced by promissory
notes having terms of one year and bearing interest at a rate of 10% per annum.
Some of these loans were in the form of capital leases with terms ranging from
18 months to three years and bearing interest at a rate of 9.50% per annum..
When such loans were made, we issued warrants to purchase our common stock based
on the amount of money loaned to us with exercise prices and expiration dates
that varied depending on the value of our common stock date of the respective
loan. The following table sets forth certain information regarding these loan
transactions, including the transaction dates, the type of transaction, loan
amounts, the number of warrants granted and the exercise price of the warrants:

<TABLE>
<CAPTION>
                           Issue          Type of        Amount of       Number of      Exercise
Lender                      Date        Transaction       Loan ($)      Warrants (#)    Price ($)
------                      ----        -----------       --------      ------------    ---------
<S>                       <C>         <C>                 <C>           <C>             <C>
Roger Kanne               01/03/02    Promissory Note          50,000           77,429     0.64575
Roger Kanne               01/04/02    Promissory Note          50,000           77,429     0.64575
Roger Kanne               01/07/02    Promissory Note          50,000           77,851     0.64225
Roger Kanne               01/16/02    Promissory Note          25,000           40,492      0.6174
Roger Kanne               01/27/02    Promissory Note          25,000           40,038      0.6244
Roger Kanne               02/22/02    Promissory Note         250,000          401,284       0.623
AHK Leasing, LLC          09/01/03     Capital Lease          250,000          355,114       0.352
AHK Leasing, LLC          09/01/03     Capital Lease          125,000          217,014       0.288
AHK Leasing, LLC          09/01/03     Capital Lease          125,000          139,509       0.448
AHK Leasing, LLC          09/01/03     Capital Lease          125,000           97,656       0.640
AHK Leasing, LLC          09/01/03     Capital Lease          125,000          105,574       0.592
AHK Leasing, LLC          09/01/03     Capital Lease          125,000          111,607       0.560
AHK Leasing, LLC          09/01/03     Capital Lease          360,000          375,000       0.480
Roger Kanne               11/21/03    Promissory Note         200,000          255,102       0.392
</TABLE>

On December 30, 2004, we issued 2,506,035 shares of common stock to Roger Kanne
for converting the remaining principal balance on each of his promissory notes
into equity at a conversion price of $0.23 per share. On that same date, we also
issued 326,087 shares of common stock to Martin Halbur for converting the
remaining principal balance on a promissory note evidencing a loan made by him
to the Company in November 2001 into equity at a conversion price of $0.23 per
share.


                                       11
<PAGE>

A Consulting Agreement was entered into as of March 5, 2002 between the Company
and Wharton Consulting, which is owned by Thomas Wharton. Mr. Wharton received
consulting fees in the amount of $21,000 during 2002, $13,676 during 2003 and $0
during 2004 for services provided. This consulting agreement terminated on
February 9, 2004 when Mr. Wharton become the President and Chief Executive
Officer of the Company.

On November 9, 2004, the Company issued a warrant to Roger Kanne to purchase
1,000,000 shares of our common stock at an exercise price of $0.35 per share.
The warrant will expire on November 5, 2007 and was issued in consideration for
special services performed by Mr. Kanne on behalf of the Company.

On November 9, 2004, Total Tech, LLC purchased 4,021,739 shares of our common
stock at $0.23 per share. In addition, the Company granted Total Tech, LLC a
warrant to purchase 2,010,869 shares of our common stock at an exercise price of
$0.3698 expiring November 9, 2009.

Item 13.  Exhibits.

      (a)   The following documents are filed as part of this report:

            1.    Financial Statements of the Company. Incorporated by reference
                  from the registrant's annual report on Form 10-KSB filed on
                  March 31, 2005 (Commission File No. 0-26455).

            2.    Exhibits.

                  3.01  Restated Certificate of Incorporation of the Company (1)

                  3.02  Restated Bylaws of the Company (2)

                  3.03  Certificate of Designations, Preferences and Rights of
                        Series A Convertible Preferred Stock of iSt (3)

                  3.04  Certificate of Designations, Preferences and Rights of
                        Series B Convertible Preferred Stock of iSt (9)

                  4.01  Form of Common Stock Certificate (1)

                  4.03  2001 Omnibus Equity Incentive Plan (4)

                  10.01 License Agreement with SiRF Technology, Inc. (1)

                  10.02 ADT Distribution Agreement (3) Confidential Treatment
                        Requested

                  10.03 ADT Hosting Agreement (3) Confidential Treatment
                        Requested

                  10.04 Preferred Distributor Agreement with Premier Geografix
                        LTD. (7)

                  10.05 Share Exchange Agreement with Tracking Systems
                        Corporation (8)

                  10.06 Employment Agreement between iSt and Thomas E. Wharton,
                        Jr. (6)

                  10.07 Employment Agreement between iSt and David G. Vana (5)

                  10.08 Employment Agreement between iSt and Edward J. Sempek
                        (5)

                  10.09 Employment Agreement between iSt and David G. Sempek (5)

                  10.10 Agreement Among Noteholders (10)

                  10.11 Debt Conversion between iSt and Roger Kanne (11)

                  10.12 Debt Conversion between iSt and Martin Halbur (11)

                  10.13 Debt Conversion between iSt and Kenneth Macke (11)

                  10.14 Debt Conversion between iSt and Buckshot Capital, LLC
                        (11)

                  10.15 Business Office Lease (11)


                                       12
<PAGE>

                  21.01 Subsidiaries of the Company (11)

                  31.1  Certification of Chief Executive Officer pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2  Certification of Chief Financial Officer pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                  32    Certifications pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

                        (1)   Incorporated by reference from the registrant's
                              registration statement under Form 10-SB, filed on
                              June 22, 1999 (Commission File No. 0-26455).

                        (2)   Incorporated by reference from the registrant's
                              current report under Form 8-K filed on June 10,
                              2001 (Commission File No. 0-26455).

                        (3)   Incorporated by reference from the registrant's
                              registration statement under Form SB-2 filed on
                              November 30, 2001 (Commission File No. 333-74762).

                        (4)   Incorporated by reference from the Notice of
                              Annual Meeting of Stockholders and Proxy Statement
                              contained in Registrant's Definitive Proxy
                              Statement under Schedule 14A, filed with the SEC
                              on May 14, 2001 (Commission File No. 0-26455).

                        (5)   Incorporated by reference from the registrant's
                              current report under Form S-8 filed on May 22,
                              2002 (Commission File No. 333-88798).

                        (6)   Incorporated by reference from the registrant's
                              current report under Form S-8 filed on April 16,
                              2004 (Commission File No. 333-114513).

                        (7)   Incorporated by reference from the registrant's
                              current report under Form 8-K filed on March 18,
                              2003 (Commission File No. 0-26455).

                        (8)   Incorporated by reference from the registrant's
                              current report under Form 8-K filed on November
                              12, 2003 (Commission File No. 0-26455).

                        (9)   Incorporated by reference from the registrant's
                              registration statement under Form SB-2 filed on
                              August 11, 2004 (Commission File No. 333-118135).

                        (10)  Incorporated by reference from the registrant's
                              current report under Form 8-K filed on February
                              10, 2005 (Commission File No. 0-26455)

                        (11)  Incorporated by reference from the registrant's
                              annual report on Form 10-KSB filed on March 31,
                              2005 (Commission File No. 0-26455).

Item 14.  Principal Accountant Fees and Services

On March 21, 2005, the Company appointed the accounting firm of McGladrey &
Pullen, LLP as our independent auditors to audit the Company's financial
statements for the year ending December 31, 2005. A resolution to ratify the
appointment will be presented at the Annual Meeting. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote. Abstentions will have the same effect as a vote
against ratification. Broker nonvotes will not be considered shares entitled to
vote with respect to the ratification of the auditors and will not be counted as
votes for or against ratification.

Audit Fees

The following table shows the aggregate fees billed to the Company for
professional services by McGladrey & Pullen, LLP for the years 2004 and 2003:


                                       13
<PAGE>

                        2004         2003
                     ----------   ----------

Audit Fees           $  141,517   $  167,550
Audit Related Fees           --           --
Tax Fees                     --           --
All Other Fees               --        1,230
                     ----------   ----------

     Total Fees      $  141,517   $  168,780
                     ==========   ==========

Audit Fees. This category includes the aggregate fees billed for professional
services rendered for the audits of the Company's consolidated financial
statements for the years 2004 and 2003, for the reviews of the financial
statements in the Company's quarterly reports on Form 10-QSB during the years
2004 and 2003, and for services that are normally provided by the independent
auditors in connection with statutory and regulatory filings or engagements for
the relevant years.

Audit-Related Fees. This category includes the aggregate fees billed in each of
the last two fiscal years for assurance and related services by the independent
auditors that are reasonably related to the performance of the audits or reviews
of the financial statements that are not reported above under "Audit Fees," and
generally consist of fees for other SEC filings, due diligence in connection
with acquisitions, accounting consultation and audits of employee benefit plans.

Tax Fees. This category includes the aggregate fees billed in each of the last
two years for professional services rendered by the independent auditors for tax
compliance, tax planning and tax service.

All Other Fees. This category includes the aggregate fees billed in each of the
last two years for products and services provided by the independent auditors
that are not reported above under "Audit Fees," "Audit-Related Fees," or "Tax
Fees."

Our Audit Committee is required to review and approve in advance the retention
of our independent auditors for the performance of all audit and lawfully
permitted non-audit services. The Chairman of the Audit Committee, or in the
absence of the Chairman, any member of the Committee designated by the Chairman,
has authority to approve in advance any lawfully permitted non-audit services.
The Audit Committee is authorized to establish other policies and procedures for
the pre-approval of such services. Where non-audit services are approved under
delegated authority, the action must be reported to the full Audit Committee at
its next regularly scheduled meeting. All of the audit-related fees, tax fees or
other fees shown in the table above were approved pursuant to the Audit
Committee's preapproval process, as such process was in effect at the time of
the approval of the particular fee.

McGladrey & Pullen, LLP has audited the Company's financial statements for the
years 2000 through 2004. A representative of McGladrey & Pullen, LLP will be at
the meeting, will have an opportunity to make a statement if so desired, and
will be available to answer any questions.


                                       14
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            ISecureTrac Corp.

                                            By:   /s/ Thomas E. Wharton, Jr.
                                                -------------------------------
                                                      Thomas E. Wharton, Jr.
                                               Chief Executive Officer


                                            By:   /s/ David G. Vana
                                                -------------------------------
                                                      David G. Vana
                                               Chief Financial Officer


                                            Dated: April 28, 2005

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

<TABLE>
<CAPTION>
           Signature                                   Title                               Date
           ---------                                   -----                               ----
<S>                                 <C>                                                <C>
       /s/ Roger J. Kanne               Chairman of the Board of Directors,              28-Apr-05
---------------------------------
         Roger J. Kanne                              Director

   /s/ Thomas E. Wharton Jr.       President, Chief Executive Officer, Director          28-Apr-05
---------------------------------
     Thomas E. Wharton Jr.

     /s/ Robert E. Badding                           Director                            28-Apr-05
---------------------------------
       Robert E. Badding

      /s/ Martin J. Halbur                           Director                            28-Apr-05
---------------------------------
        Martin J. Halbur

    /s/ Ronald W. Muhlbauer                          Director                            28-Apr-05
---------------------------------
      Ronald W. Muhlbauer

         /s/ Ravi Nath                               Director                            28-Apr-05
---------------------------------
           Ravi Nath

       /s/ David G. Vana                Chief Financial Officer, Secretary               28-Apr-05
---------------------------------
         David G. Vana
</TABLE>


                                       15