U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

  

For the Fiscal Year Ended		Commission File Number
December  31, 2009		000-50168

 

2-TRACK GLOBAL, INC.

 

Nevada		41-2036671
(State of Incorporation)		(I.R.S. Employer Identification)

 

Principal Executive Offices:

1270 Broadway, #208

New York, New York 10001

Issuer’s telephone number: (732) 927-3820

 

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

 

Title of Each Class	Name of Each Exchange on Which Registered
None	None

 

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

 

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock	$0.001 Par Value

 

Indicate by check mark if the registrant is a well-known seasoned issued, as defined in Rule 405 of the Securities Act.

 

Yes

No

X

 

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

No

X

 

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes

No

X

  

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes

No

X

  

Indicate by check mark if disclosure of delinquent filers pursuant 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. (Check one):

 

¨ Large accelerated filer

¨ Accelerated Filer

¨ Non-accelerated filer (do not check if a smaller reporting company

x Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

No

X

 

As of June 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $230,315 based upon the closing price of $0.008/share.

 

As of March 31, 2010, the Registrant had outstanding 56,177,850 shares of common stock.

 

Documents Incorporated by Reference

 

Certain exhibits required by Item 13 have been incorporated by reference from the Company’s previously filed Form 8-K’s, Form 10-Q’s and Form 10-K’s.

 

 

EXPANATORY NOTE - The Registrant is amending this Form 10-K to revise certain disclosures in ITEM 9. This First Amended 10-K includes only those Items which have been revised from the Registrant’s 2009 Form 10-K filed with the SEC on May 18, 2012. Except as set forth herein there are no other changes to the disclosures in the Form 10-K for the fiscal year ended December 31, 2009 previously filed with the SEC.

 

 

TABLE OF CONTENTS

Page of

Report

 

PART II	1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	1
ITEM 9A.(T) CONTROLS AND PROCEDURES	1
ITEM 9B. OTHER INFORMATION	3
PART IV	4
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	4
SIGNATURES	5

 

 

 

 

PART II

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A.(T) CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 (e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

 

As required by SEC Rule 15d-15(b) we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act 15d-14 as of the end of the year covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC reports and to ensure that information required to be disclosed in our periodic SEC reports is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in our internal control over financial reporting.

 

Management’s Annual Report on Internal Control Over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for 2-Track Global in accordance with and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

  

 

Our management periodically assesses the effectiveness of 2-Track's internal control over financial reporting. Based on this assessment, including testing, our management determined that as of the year ended December 31, 2009 our internal controls over financial reporting were not effective in timely alerting management to material information relating to 2-Track that is required to be included in its periodic SEC reports and to ensure that information required to be disclosed in its periodic SEC reports is accumulated and communicated to its management, including 2-Track’s CEO/CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in 2-Track’s internal control over financial reporting. Management identified the following material weaknesses in 2-Track’s financial reporting under current operations:

 

1.

Deficiencies in segregation of duties. The Company lacked adequate segregation of duties in our financial reporting process, as we have only one officer currently serving in all officer positions who is not a certified public accountant, yet is responsible for performing substantially all internal accounting and financial reporting functions.

2.

2-Track utilizes an outside, part-time bookkeeper to prepare its financial statements which sometimes results in delayed financial reports and often significant revisions by 2-Track’s accounting firm to bring such financial reports up to SEC standards.

3.

Deficiencies in 2-Track’s written financial reporting procedures. We have insufficient written policies and procedures in place for accounting and financial reporting which resulted in inconsistent preparation and review of account reconciliations and analyses on a timely basis.

4.

2-Track does not have an Audit Committee which would normally monitor and review 2-Track’s financial reporting process.

 

The above material weaknesses, along with a lack of adequate cash flow, has resulted in 2-Track’s inability to record, process, summarize and file business and financial information within the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control Over Financial Reporting

 

To address and remediate these material weaknesses discussed above, we implemented the following changes to our internal controls over financial reporting during the period covered by this report:

 

For the material weakness concerning deficiencies in segregation of duties and part time bookkeeper, we will attempt to raise sufficient funds during the current fiscal year to hire an additional experienced accounting person to better monitor, maintain and assist in our internal accounting and financial reporting functions and increase the frequency of reconciliation of significant accounts and generation of financial reports. If financially possible, such person would serve as 2-Track’s CFO.  

 

For the material weakness concerning deficiencies in the financial reporting process, we will endeavor to develop and implement sufficient written policies and procedures to better insure timely decisions can be made regarding required disclosures.

 

For the material weakness concerning our Audit Committee, we will attempt to recruit additional independent members of our Board of Directors who could serve on the Audit Committee to carry out its financial review functions and interact with 2-Track’s independent public accounting firm more effectively and timely. We expect these remedial actions to be pursued and, if financially feasible, implemented during the current fiscal year to allow our controls and procedures over financial reporting to be effective by the end of our current fiscal year.

 

 

Notwithstanding our assessment that our internal controls over financial reporting were not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2009 accurately present our financial condition, results of operations and cash flows in all material respects.

 

This annual report does not include an attestation report of 2-Track’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by 2-Track’s registered public accounting firm pursuant to temporary rules of the SEC that permit 2-Track to provide only management’s report in this annual report.

 

Changes in Internal Control Over Financial Reporting.

 

There was no change in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

In February, 2009, we liquidated and dissolved one of the Company’s wholly-owned subsidiaries 2-Track Limited and moved its assets and business operations to the Company’s remaining wholly-owned subsidiary 2-Track USA, Inc. located in New York.

 

On December 30, 2008 Mr. Snortheim resigned as a Director of 2-Track leaving Mr.Jung as the sole Director of 2-Track.

 

On August 30, 2008 Mr. Jin Shin resigned his position as corporate Secretary. His position as Secretary was assumed by Mr. Jung.

 

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit 31.1* Certification by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2* Certification by CFO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

____________________

 

* Included with this Amended Form 10-K

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	2-TRACK GLOBAL, INC.
Date: July 17, 2012	By:	/s/ Woosun Jung
		Woosun Jung President and Chief Executive

 

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

 

Signature		Title	Date
/s/ Woosun Jung
Woosun Jung		Chairman of the Board,  Chief	July 17, 2012
		Executive Officer and Chief
		Financial Officer
		(Principal Financial and Accounting Officer)