Poly Shield Technologies Inc (SHPR) SEC Annual Report (10-K) for 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-K

For the fiscal year ended December 31, 2010

For the transition period from   to  

Commission file number 000-33309

Registrant's telephone number, including area code:   1-800-648-4287

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [   ] Yes         [ X ]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  [   ] Yes         [ X ]  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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.    [ X ] Yes         [   ]  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [    ] Yes         [   ]  No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.   [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  [   ] Yes         [ X ]  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $22,381.06 as of June 30, 2010 ($0.0013 X 17,216,200)

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

Documents incorporated by reference:  Exhibit 2.1 ( Articles of Incorporation ) and Exhibit 2.2 ( By-laws ) both filed as exhibits to GlobeTrac's registration statement on Form SB-2 filed on August 2, 2001; Exhibit 10.1 ( Master Distributorship Agreement ) filed as an exhibit to GlobeTrac's Form 8-K (Current Report) filed on September 11, 2002; Exhibit 10.5 ( Letter Agreement ) filed as an exhibit to GlobeTrac's Form 8-K (Current Report) filed on December 22, 2004; and Exhibit 10.6 ( Termination and Transfer Agreement ) filed as an exhibit to GlobeTrac's Form 8-K (Current Report) filed on November 14, 2005.

Forward Looking Statements

The information in this annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding GlobeTrac's capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports GlobeTrac's files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements in this Form 10-K for the fiscal year ended December 31, 2010, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report.  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.

All forward-looking statements are made as of the date of filing of this Form 10-K and GlobeTrac disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  GlobeTrac may, from time to time, make oral forward-looking statements.  GlobeTrac strongly advises that the above paragraphs and the risk factors described in this Annual Report and in GlobeTrac's other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of GlobeTrac to materially differ from those in the oral forward-looking statements. GlobeTrac disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

PART I

Item 1. Business.

GlobeTrac was incorporated under the laws of the State of Delaware on March 2, 2000 under the original name "411 Place.com Inc".  On February 28, 2001, the Company changed its name to "Artescope, Inc."

On July 29, 2002, the Company changed its name to "GlobeTrac Inc."  GlobeTrac has an authorized capital of 205,000,000 shares with a par value of $0.001, consisting of 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock with 89,883,198 shares of Common Stock currently issued and outstanding.

GlobeTrac, Inc. provided digital graphics design and production services for commercial and corporate enterprises until August 27, 2002 when GlobeTrac changed its business direction and began selling, marketing, distributing, and installing global wireless tracking and telematics equipment in Europe.  See Exhibit 10.1 – Master Distributorship Agreement for more information.

On June 12, 2008 we sold all of the shares of our subsidiary, Global Axxess Corporation Limited, to an unrelated party.

Effective November 1, 2004, GlobeTrac decided to wind down its operations due to cash flow limitations.  Additionally, GlobeTrac reached an agreement with WebTech Wireless to cancel the master distributorship agreement and to restructure its ongoing business relationship with WebTech Wireless.  See Exhibit 10.1 – Master Distributorship Agreement and Exhibit 10.5 – Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information.  Pursuant to the terms of the Letter Agreement and the Termination and Transfer Agreement WebTech acquired specific assets and liabilities of GlobeTrac.  WebTech has agreed to pay a 6% commission/royalty on gross sales from qualified potential customers and resellers, which will be included for commission purposes if such business commences within 12 months of the signed agreement.  There is no cap on the royalty payable to GlobeTrac and royalties are to be paid by WebTech for 11 years beginning November 1, 2004.

Since November 1, 2004, GlobeTrac's current principal business activity has been to seek a viable business opportunity through acquisition, merger or other suitable business combination method.

Neither GlobeTrac nor any of its subsidiaries have been involved in any bankruptcy, receivership or similar proceedings.  There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of GlobeTrac's business, with the exception of Globetrac Limited being formally dissolved on March 20, 2007 and the sale of certain assets to WebTech in accordance with the terms set out in the Termination and Transfer Agreement.  See Exhibit 10.6 for more information.

On November 26, 2004, GlobeTrac entered into an agreement with WebTech Wireless whereby GlobeTrac decided to wind down its operations effective November 1, 2004 and WebTech Wireless agreed to acquire all of GlobeTrac's existing customers and resellers and portals in exchange for the 6% commission/royalty.  See Exhibit 10.5 – Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information.

Since November 1, 2004, GlobeTrac's only source of income is the royalty income they receive from WebTech.  GlobeTrac's present business objective is to locate and consummate a merger or acquisition of a viable business.

GlobeTrac will attempt to locate and negotiate with a target business for the merger of a target business into GlobeTrac.  In certain instances, a target business may want to become a subsidiary of GlobeTrac or may want to contribute assets to GlobeTrac rather than merge.  It is anticipated that management will contact broker-dealers and other persons with whom they are acquainted who are involved with corporate finance matters to advise them of GlobeTrac's existence and to determine if any companies or businesses that they represent have a general interest in considering a merger or acquisition with GlobeTrac.  No assurance can be given that GlobeTrac will be successful in finding or acquiring a viable target business.  Furthermore, no assurance can be given that any business opportunity, which does occur, will be on terms that are favorable to GlobeTrac or its current stockholders.

A target business, if any, which may be interested in a business combination with GlobeTrac may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company that wants to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company that believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company that wants to gain an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company.

Management believes that there are perceived benefits to being a reporting company with a class of publicly-registered securities.  These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market.

GlobeTrac anticipates that the target businesses or business opportunities presented to it will (1) either be in the  process of formation, or be recently organized with limited operating history or a history of losses attributable to under-capitalization or other factors; (2) experiencing financial or operating difficulties; (3) be in need of funds to develop new products or services or to expand into a new market, or have plans for rapid expansion through acquisition of competing businesses; (4) or other similar characteristics.  GlobeTrac intends to concentrate its acquisition efforts on properties or businesses that management believes to be undervalued or that management believes may realize a substantial benefit from being publicly owned.  Given the above factors, investors should expect that any target business or business opportunity may have little or no operating history, or a history of losses or low profitability.

GlobeTrac does not propose to restrict its search for business opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources.  This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others.  GlobeTrac's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.  However, management believes that any potential business opportunity must provide audited financial statements for review, for the protection of all parties to the business combination.  One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

Management, which in all likelihood will not be experienced in matters relating to the business of a target business, will rely upon its own efforts in accomplishing GlobeTrac's business purposes.  Outside consultants or advisors may be utilized by GlobeTrac to assist in the search for qualified target companies.  If GlobeTrac does retain such an outside consultant or advisor, any cash fee earned by such person will need to be assumed by the target business, as GlobeTrac has no cash assets with which to pay such obligation.

Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution.  The analysis of new business opportunities will be undertaken by, or under the supervision of GlobeTrac's officers and directors, who are not professional business analysts.  In analyzing prospective business opportunities, management may consider such matters as:

• the available technical, financial and managerial resources;

• working capital and other financial requirements; history of operations, if any;

• prospects for the future;

• nature of present and expected competition;

• the quality and experience of management services which may be available and the depth of that management

• the potential for further research, development, or exploration

• specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;

• the potential for growth or expansion;

• the potential for profit; and

• the perceived public recognition or acceptance of products, services, or trades; name identification.

A target business may have an agreement with a consultant or advisor, providing that services of the consultant or advisor be continued after any business combination.  Additionally, a target business may be presented to GlobeTrac only on the condition that the services of a consultant or advisor be continued after a merger or acquisition.  Such preexisting agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business.

In implementing a structure for a particular target business acquisition, GlobeTrac may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  GlobeTrac may also acquire stock or assets of an existing business.  Depending upon the nature of the transaction, the current officers and directors of GlobeTrac may resign their management and board positions with GlobeTrac in connection with a change of control or acquisition of a business opportunity and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws.  In some circumstances however, as a negotiated element of its transaction, GlobeTrac may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after GlobeTrac has entered into an agreement for a business combination or has consummated a business combination.  The issuance of additional securities and their potential sale into GlobeTrac's trading market may depress the market value of GlobeTrac's securities in the future.

With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of GlobeTrac that the target business stockholder would acquire in exchange for their shareholdings in the target business.  Depending upon, among other things, the target business's assets and liabilities, GlobeTrac's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in GlobeTrac following any merger or acquisition.  Any merger or acquisition effected by GlobeTrac can be expected to have a significant dilutive effect on the percentage of shares held by GlobeTrac's shareholders at that time.

At the present time, management has not identified any target business or business opportunity that it plans to pursue, nor has GlobeTrac reached any agreement or definitive understanding with any person concerning an acquisition or a business combination.  When any such agreement is reached or other material fact occurs, GlobeTrac will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K.  Persons reading this Form 10-K are advised to determine if GlobeTrac has subsequently filed a Form 8-K.

Management anticipates that the selection of a business opportunity in which to participate will be complex and without certainty of success.  Management believes (but has not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for stockholder's investments.  Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Competition

GlobeTrac will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than GlobeTrac. In view of GlobeTrac's combined extremely limited financial resources and limited management availability, GlobeTrac will continue to be at a significant competitive disadvantage compared to its competitors.

GlobeTrac expects to encounter substantial competition in its efforts to locate attractive business combination opportunities.  The competition may in part come from business development companies, venture capital partnerships and corporations, small investment companies, and brokerage firms.  Some of these types of organizations are likely to be in a better position than GlobeTrac to obtain access to attractive business acquisition candidates either because they have greater experience, resources and managerial capabilities than GlobeTrac, because they are able to offer immediate access to limited amounts of cash, or for a variety of other reasons.  GlobeTrac also will experience competition from other public companies with similar business purposes, some of which may also have funds available for use by an acquisition candidate.

Patents/Trade Marks/Licenses/Franchises/Concessions/Royalty Agreements or Labor Contracts

Neither GlobeTrac nor its subsidiaries currently own any patents or trade marks.  Also, they are not party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trade marks, with the exception of the terms set out in the Letter Agreement among Global Axxess, WebTech Wireless International and WebTech Wireless Inc.  See Exhibit 10.5 – Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information.

Expenditures on Research and Development During the Last Two Fiscal Years

GlobeTrac has not spent any funds on research and development activities in the last two fiscal years.

GlobeTrac is not currently conducting any research and development activities.

Number of Total Employees and Number of Full Time Employees

GlobeTrac currently has no employees.  Management expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities.  The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

Item 1A.  Risk Factors.

GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 1B.  Unresolved Staff Comments.

GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 2.  Properties.

GlobeTrac's principal executive office is 1100 Melville Street, Suite 610, Vancouver, British Columbia, V6E 4A6, Canada.  Other than this office, GlobeTrac does not currently maintain any other facilities, and does not anticipate the need for maintaining other facilities at any time in the foreseeable future. GlobeTrac pays no rent or other fees for the use of the office as these offices are used virtually full-time by other businesses of GlobeTrac's CEO.

Item 3.  Legal Proceedings.

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

Item 4.  (Removed and Reserved) .

PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)           Market Information

GlobeTrac's Common Stock has been quoted on the NASD OTC Bulletin Board since March 2002 under the symbol "GBTR" (formerly "ARTE").  However, from March 2002 to June 2002, GlobeTrac's Common Stock did not trade.  The first trade occurred on June 28, 2002.  The table below gives the high and low bid information for each fiscal quarter for the last two fiscal years and for the interim period ended March 29, 2011.  The bid information was obtained from Pink OTC Markets LLC and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

GlobeTrac had approximately 42 holders of record of GlobeTrac's Common Stock as of December 31, 2010 according to a shareholders' list provided by GlobeTrac's transfer agent as of that date.  The number of registered shareholders does not include any estimate by GlobeTrac of the number of beneficial owners of common stock held in street name.  The transfer agent for GlobeTrac's common stock is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403 Las Vegas, NV 89119 and their telephone number is 702-361-3033.

(c)           Dividends

GlobeTrac has declared no dividends on its Common Stock, with the exception of the following, and is not subject to any restrictions that limit its ability to pay dividends on its shares of Common Stock.  Dividends are declared at the sole discretion of GlobeTrac's Board of Directors.

On May 17, 2002, the Board of Directors declared a stock dividend of three shares for every one share of Common Stock issued.  The stock dividend was paid out on May 28, 2002.

(d)           Recent Sales of Unregistered Securities

There are no outstanding options or warrants to purchase, or securities convertible into, shares of GlobeTrac's Common Stock.

(e)           Penny Stock Rules

Trading in GlobeTrac's Common Stock is subject to the "penny stock" rules.  The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  These rules require that any broker-dealer who recommends GlobeTrac's Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.  In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in GlobeTrac's securities, which could severely limit their market price and liquidity of GlobeTrac's securities.  The application of the "penny stock" rules may affect your ability to resell GlobeTrac's securities.

Item 6.  Selected Financial Data.

GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

The information in this annual report on Form 10-K contains forward-looking statements.  These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as may , will , should , expect , plan , intend , anticipate , believe , estimate , predict , potential or continue , the negative of such terms or other comparable terminology.  Actual events or results may differ materially from those events or results included in the forward-looking statements.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time in the reports we file with the Securities and Exchange Commission.  Some, but not all, of these risks include, among other things:

We do not intend to update forward-looking statements.  You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

General

The inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole.  Actual results may vary from the estimates and assumptions we make.

When we use the words "we", "us" or "our" in this report, we are referring to GlobeTrac Inc. which we sometimes refer to in this report as "GlobeTrac".

Overview

We were incorporated in the state of Delaware on March 2, 2000 as 411 Place.com Inc.  On February 28, 2001, we changed our name to Artescope, Inc. and on July 29, 2002 changed the name to GlobeTrac Inc.  Our principal executive offices are headquartered in Canada.  On August 27, 2002, we acquired 100% of the shares of Global Axxess Corporation Limited (Global Axxess), a company incorporated in Ireland.  On June 12, 2008 we sold our shares of Global Axxess, our only subsidiary.  Global Axxess owned 100% of the issued and outstanding shares of Globetrac Limited (Limited), a company incorporated in the United Kingdom, until March 20, 2007 when Limited was officially dissolved and all of Limited's assets and liabilities were assumed by GlobeTrac. As a result of terminating our operations in Europe, we are seeking new business opportunities.

At December 31, 2010, our only source of income was a six percent commission/royalty that we receive from WebTech Wireless Inc. ("WebTech"), based on all qualified sales of any product or service offered by WebTech. A qualified sale means all of WebTech's invoiced sales of products or services to a customer that has ordered at least one product or service before November 26, 2005, whether sold by WebTech or by a licensee, affiliate or agent of WebTech. A list of customers was provided to WebTech by GlobeTrac. There is no cap on the royalty receivable and royalties are to be paid by WebTech for eleven years, beginning November 1, 2004 and ending October 31, 2015.

Results of Operation

Our operating results for the years ended December 31, 2010 and 2009 and the changes between those periods, are summarized as follows:

Revenues

Our royalty revenue decreased by $5,861 or 10% from $56,240 for the year ended December 31, 2009 to $50,379 for the year ended December 31, 2010.

All of our revenue was the result of a 6% royalty which relates to the Termination and Transfer Agreement signed on October 18, 2005. The revenue we receive from WebTech is in British Pounds.   The 10% decrease in revenue during the year ended December 31, 2010 was due primarily to a decrease in the revenue earned in British Pounds of 8%.  We do not expect revenue to increase unless we locate a new revenue generating business opportunity.

Operating Expenses

Our operating expenses decreased by $35,804 or 28% from $129,398 for the year ended December 31, 2009 to $93,594 for the year ended December 31, 2010.  This decrease was primarily caused by decreases in administration fees of $28,483 due to a reduction in the amount charged by the company doing our administration and a decrease in professional fees of $8,550 due to reduced legal costs. These decreases were offset by increases in filing fees of $1,737 and foreign exchange of $2,078.

Over the next year our plan is to continue to control our operating costs.  We expect our operating costs to remain approximately the same over the next year, unless we locate a new viable business.

Franchise Tax

Our franchise tax expense decreased by $2,452 from an expense of $125 for the year ended December 31, 2009 to a recovery of $2,327 for the year ended December 31, 2010. This recovery was caused by an overaccrual of franchise tax in 2008 that had been based on 2007's franchise tax expense.  These charges were not repeated in 2009 because they primarily related to late filing fees from prior years.

Liquidity and Capital Resources

Going Concern

The notes to our financial statements at December 31, 2010 disclose our uncertain ability to continue as a going concern.  We were in the business of selling, marketing, distributing and installing global wireless tracking and telematics equipment in Europe until November 1, 2004 when we exchanged our rights to sell, market, distribute and install global wireless tracking and telematics equipment in Europe as well as specific assets and liabilities, for a royalty of 6% on future gross sales to current customers and qualified potential customers in Europe. There is no cap on the royalties and royalties are to be paid for the duration of 11 years, ending October 31, 2015.  We have accumulated a deficit of $1,452,213 since inception and additional financing will be required to fund and support our operations. We plan to mitigate our losses in future years by controlling our operating expenses and seeking out new business opportunities.  However, there is no assurance that we will be able to obtain additional financing, control our operating expenses or be successful in locating or acquiring a viable business.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

As of December 31, 2010, we had a cash balance of $5,400, a working capital deficit of $181,833 and negative cash flows from operations of $57,538 for the year then ended. During the year ended December 31, 2010, we primarily funded our operations with $49,500 in convertible loans from related parties and the royalty revenue we received from WebTech.

The following table summarizes our sources and uses of cash for the year ended December 31, 2010 and 2009:

Net Cash Used in Operating Activities

Net cash used in operating activities during the year ended December 31, 2010 was $57,538. This cash was primarily used to cover our net loss of $43,921 and decreases in accounts payable of $3,055 accrued liabilities of $2,183 and due to related parties of $7,641.

Net cash used in operating activities during the year ended December 31, 2009 was $9,704. This cash was primarily used to cover our net loss of $73,158 and a decrease in accrued professional fees of $1,257.  These uses of cash were offset primarily by a decrease in accounts receivable of $38,943, and increases in accounts payable of $16,000 and due to related parties of $9,142.

Net Cash Used In Investing Activities

We did not have any investing activities during the years ended December 31, 2010 and 2009.

Net Cash Provided By Financing Activities

During the year ended December 31, 2010 we received loans from related parties totaling $49,500.

We did not have any financing activities during the year ended December 31, 2009.

Challenges and Risks

We have accumulated a deficit of approximately $1.4 million to date and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through the receipt of the royalty payments from Webtech and locating a viable business.

There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, receive any royalties from WebTech or that we will be able to reduce operating expenses.

Other Trends, Events or Uncertainties that may Impact Results of Operations or Liquidity

Trends, Events, and Uncertainties

The economic downturn may make it harder for us to raise capital if we need it.  Therefore, in the future, the economic downturn may have a material adverse effect on our ability to raise operating capital.  Other than as discussed in this 10-K, we know of no other trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Contingencies and Commitments

We had no contingencies or long-term commitments at December 31, 2010 and 2009.

Contractual Obligations

We had no contractual obligations at December 31, 2010 and 2009.

Critical Accounting Judgments

An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. Other than our accounting for our royalty revenue, our critical accounting policies do not involve the choice between alternative methods of accounting. We have applied our critical accounting policies and estimation methods consistently.

Revenue Recognition

Royalty revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the royalty income is determinable and collectibility is reasonably assured.

Accounts Receivable

Receivables represent valid claims against debtors for royalties 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 collectibility of all past due accounts. At December 31, 2010 and 2009 our allowance for doubtful accounts was $0.

At December 31, 2010, accounts receivable consists of estimated royalty revenue for the months of November and December 2010.  Our estimate was based on the amounts we received from WebTech for the months from July to October 2010.  As of the date of filing we had not received payment of the accrued royalty revenue and thus our estimated accrual could vary materially from the amount we accrued at December 31, 2010.

Financial Instruments

Foreign Exchange Risk

We are subject to foreign exchange risk on our royalty revenue which is denominated in UK pounds and some purchases which are denominated in Canadian dollars. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar.  Foreign exchange rate fluctuations may adversely impact our results of operations as exchange rate fluctuations on transactions denominated in currencies other than our functional currency result in gains and losses that are reflected in our Statement of Operations. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased net revenue. Conversely, our net revenue will decrease when the U.S. dollar strengthens against foreign currencies. We do not believe that we have any material risk due to foreign currency exchange.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued liabilities and accrued professional fees. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable.

At December 31, 2010, we had approximately $5,400 in cash on deposit with a large chartered Canadian bank.  At December 31, 2010, $4,764 of this cash was insured.  As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution.  We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Accounts receivable consists of royalty income from one source and is not collateralized.  We continually monitor the financial condition of our customer to reduce the risk of loss.  We routinely assess the financial strength of our source of revenue income and as a consequence, concentration of credit risk is limited. At December 31, 2010, we had $5,611 in royalties' receivable from this source.

Recent Accounting Standards and Pronouncements

In June 2009, the FASB issued Statement No. 168, Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ( ASC 105, Generally Accepted Accounting Principles ) "ASC 105".. ASC 105 has become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. ASC 105 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. ASC 105 was effective for financial statements issued for reporting periods that end after September 15, 2009, which means July 1, 2009 for us. The adoption of the Codification did not have an impact on our financial position or results of operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 8.  Financial Statements and Supplementary Data.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There are no changes in and disagreements with GlobeTrac's accountants on accounting and financial disclosure.  GlobeTrac's principal independent registered public accounting firm since February 21, 2006 to the current date is Mendoza Berger & Company, L.L.P., 9838 Research Drive, Irvine California, 92618.

GlobeTrac retained the accounting firm of Mendoza Berger & Company, L.L.P., to serve as its independent registered public accounting firm to audit its financial statements beginning with the year ended December 31, 2005.  This engagement became effective February 21, 2006.  Prior to its engagement as GlobeTrac's independent auditors, Mendoza Berger & Company, L.L.P., had not been consulted by GlobeTrac either with respect to the application of accounting principles to a specific transaction or the type of audit opinion that might be rendered on GlobeTrac's financial statements or on any other matter that was the subject of any prior disagreement between GlobeTrac and its previous certifying accountants.

GlobeTrac elected to remain with its current audit engagement partner, who changed independent registered public accounting firms.  Management is pleased with the audit engagement partner's past services and thinks the audit engagement partner's familiarity with GlobeTrac's activities from inception merited the transition to the new firm.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by GlobeTrac's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of GlobeTrac's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of December 31, 2010.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, GlobeTrac's management concluded, as of the end of the period covered by this report, that GlobeTrac's disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms.

Management's Report on Internal Controls over Financial Reporting

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms.  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A.  GlobeTrac's internal control over financial reporting is a process designed under the supervision of GlobeTrac's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of GlobeTrac's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  Internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").  As a result of this assessment, it was found that the internal controls can be relied upon.

GlobeTrac's independent auditors have not issued an attestation report on management's assessment of GlobeTrac's internal control over financial reporting.  As a result, this annual report does not include an attestation report of GlobeTrac's independent registered public accounting firm regarding internal control over financial reporting.  GlobeTrac was not required to have, nor has GlobeTrac, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit GlobeTrac to provide only management's report in this annual report.

Changes in Internal Controls

As of the end of the period covered by this report, there have been no changes in GlobeTrac's internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2010, that materially affected, or are reasonably likely to materially affect, GlobeTrac's internal control over financial reporting.

Item 9B.  Other Information

During the fourth quarter of the fiscal year covered by this Form 10-K, GlobeTrac reported all information that was required to be disclosed in a report on Form 8-K.

PART III

Item 10.  Directors, Executive Officers, and Corporate Governance.

(a)           Identify Directors and Executive Officers

Each director of GlobeTrac or its subsidiaries holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified, or (iii) the director resigns.

GlobeTrac's and its subsidiaries' management teams are listed below.

David Patriquin ●  Mr. Patriquin (68) has been a director of GlobeTrac since November 2002.  Mr. Patriquin is a businessman who operates several private businesses, including a private mortgage business, a restaurant and lounge since 1984, and a real estate investment company since 1979.

John daCosta ●  Mr. daCosta (46) has been the CFO and Corporate Secretary of GlobeTrac since May 2002 and the CEO and President of GlobeTrac since February 2006.  Mr. daCosta was a director of Globetrac's subsidiary Global Axxess from August 2002 until it was sold in June of 2008.  In the past five years, Mr. daCosta has worked with numerous public and private companies in providing accounting and management services.

(b)           Identify Significant Employees

GlobeTrac does not have any significant employees.

(c)           Family Relationships

There are no family relationships among the directors, executive officers or persons nominated or chosen by GlobeTrac to become directors or executive officers.

(d)           Involvement in Certain Legal Proceedings

During the past ten years, none of Globetrac's directors or officers has been:

&        any Federal or State securities or commodities law or regulation; or

&        any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

&        any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(e)           Compliance with Section 16(a) of the Exchange Act.

All reports were filed with the SEC on a timely basis and GlobeTrac is not aware of any failures to file a required report during the period covered by this annual report.

(f)            Nomination Procedure for Directors

GlobeTrac does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors.  GlobeTrac has not adopted a policy that permits shareholders to recommend nominees for election as directors or a process for shareholders to send communications to the board of directors.  However, pursuant to Section 3 of Article III of GlobeTrac's By-laws, shareholders are able to provide GlobeTrac with information for nominees for directors subject to the conditions provided in Section 3 of Article III of GlobeTrac's By-laws.

(g)           Audit Committee Financial Expert

GlobeTrac has no financial expert.  Management believes the cost related to retaining a financial expert at this time is prohibitive.  GlobeTrac's Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee.  GlobeTrac's Board of Directors has determined that the cost of hiring a financial expert to act as a director of GlobeTrac and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

(h)           Identification of Audit Committee

GlobeTrac does not have a separately-designated standing audit committee.  Rather, GlobeTrac's entire board of directors perform the required functions of an audit committee.  Currently, David Patriquin and John daCosta are the only members of GlobeTrac's audit committee.  Mr. Patriquin meets GlobeTrac's independent requirements for an audit committee member but Mr. daCosta does not meet GlobeTrac's independent requirements for an audit committee member.  See Item 13. (c)  Director Independence below for more information on independence.

GlobeTrac's audit committee is responsible for: (1) selection and oversight of GlobeTrac's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by GlobeTrac's employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

As of December 31, 2010, GlobeTrac did not have a written audit committee charter or similar document.

(i)           Code of Ethics

GlobeTrac has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  A copy of GlobeTrac's adopted code of ethics is attached to this annual report.  See Exhibit 14 – Code of Ethics for more information.  GlobeTrac undertakes to provide any person with a copy of its code of ethics free of charge.  Please contact John daCosta at 604-648-0528 to request a copy of GlobeTrac's code of ethics.  Management believes GlobeTrac's code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Item 11.  Executive Compensation.

GlobeTrac has paid $66,300 in compensation to its named executive officers during its 2010 fiscal year.

SUMMARY COMPENSATION TABLE

Since GlobeTrac's inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.

Currently, there are no arrangements between GlobeTrac and any of its directors whereby such directors are compensated for any services provided as directors.

There are no other employment agreements between GlobeTrac and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of GlobeTrac or from a change in a named executive officer's responsibilities following a change in control.

Item 12.  Security Ownership of Certain Beneficial Holders and Management.

(a)            Security Ownership of Certain Beneficial Owners (more than 5%)

(b)           Security Ownership of Management

(c)           Changes in Control

Management is not aware of any arrangement that may result in a change in control of GlobeTrac.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

(a)           Transactions with Related Persons

Since the beginning of GlobeTrac's last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which GlobeTrac was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of GlobeTrac's total assets at year-end for the last three completed fiscal years, except for the following:

(b)           Promoters and control persons

During the past five fiscal years, John daCosta and Jim Pratt have been promoters of GlobeTrac's business, but neither of these promoters have received anything of value from GlobeTrac or its subsidiaries nor is any person entitled to receive anything of value from GlobeTrac or its subsidiaries for services provided as a promoter of the business of GlobeTrac and its subsidiaries.

(c)           Director independence

GlobeTrac's board of directors currently consists of David Patriquin and John daCosta.  Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, GlobeTrac's board of directors has adopted the definition of "independent director" as set forth in Rule 4200(a)(15) of the NASDAQ Manual.  In summary, an "independent director" means a person other than an executive officer or employee of GlobeTrac or any other individual having a relationship which, in the opinion of GlobeTrac's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepted any compensation from GlobeTrac in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years.  Also, the ownership of GlobeTrac's stock will not preclude a director from being independent.

In applying this definition, GlobeTrac's board of directors has determined that Mr. Patriquin does qualify as an "independent director" pursuant to Rule 4200(a)(15) of the NASDAQ Manual but Mr. daCosta does not qualify as an "independent director" pursuant to Rule 4200(a)(15) of the NASDAQ Manual.

As of the date of the report, GlobeTrac did not maintain a separately designated compensation or nominating committee.

GlobeTrac has also adopted this definition for the independence of the members of its audit committee.  David Patriquin and John daCosta serve on GlobeTrac's audit committee.  GlobeTrac's board of directors has determined that (1) Mr. Patriquin is "independent" for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act, and (2) Mr. daCosta is not "independent".

Item 14.  Principal Accounting Fees and Services

(1)  Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for GlobeTrac's audit of annual financial statements and for review of financial statements included in GlobeTrac's Form 10-Q's or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2010 - $16,500 – Mendoza Berger & Company, L.L.P.

2009 - $19,008 – Mendoza Berger & Company, L.L.P.

(2)  Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of GlobeTrac's financial statements and are not reported in the preceding paragraph:

2010 - $0 – Mendoza Berger & Company, L.L.P.

2009 - $0 – Mendoza Berger & Company, L.L.P.

(3)  Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2010 - $2,240 – Mendoza Berger & Company, L.L.P.

2009 - $3,441 – Mendoza Berger & Company, L.L.P.

(4)  All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2009 - $0 – Mendoza Berger & Company, L.L.P

2008 - $0 – Mendoza Berger & Company, L.L.P.

(6)   The percentage of hours expended on the principal accountant's engagement to audit GlobeTrac's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was nil %.

Item 15.  Exhibits, Financial Statements Schedules.

1.             Financial Statements

Financial statements of GlobeTrac Inc. have been included in Item 8 above.

2.             Financial Statement Schedules

3.             Exhibits

SIGNATURES

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of GlobeTrac Inc. and in the capacities and on the dates indicated have signed this report below.