2-Track Global, Inc. - FORM 10-K

Attached files

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EX-32 - EXHIBIT 32 - 2-Track Global, Inc.	v318585_ex32.htm
EX-31.2 - EXHIBIT 31.2 - 2-Track Global, Inc.	v318585_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - 2-Track Global, Inc.	v318585_ex31-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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, 2010		333-89208

2-TRACK GLOBAL, INC.

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

Principal Executive Offices:

1270 Broadway, Suite 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
None	None

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

Yes

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

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

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

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

As of June 30, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the average of the bid and ask price of such common equity was approximately $122,355 based upon the average price of $0.002/share.

As of August 29, 2012, the Registrant had outstanding 874,500 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 and Form 10-K.

TABLE OF CONTENTS

		Page of
		Report

PART I		2
ITEM 1.	DESCRIPTION OF BUSINESS	2
ITEM 1A	RISK FACTORS	6
ITEM 2.	DESCRIPTION OF PROPERTY	8
ITEM 3.	LEGAL PROCEEDINGS	9
	ITEM 4. MINE SAFETY DISCLOSURES	N/A

PART II		9
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	9
ITEM 6.	SELECTED FINANCIAL DATA	N/A
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	N/A
ITEM 8.	FINANCIAL STATEMENTS	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	15
ITEM 9A.(T)	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION	17

PART III		17
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	19
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	25
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	25

PART IV		27
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	27

SIGNATURES		28

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

2-Track Global, Inc. (referred to as “2-Track,” the “Company” or “we” or “our”) is a Nevada corporation which was originally incorporated in the state of Nevada on March 12, 2002. Upon the liquidation of 2-Track Limited in early 2009, our primary business operations are now conducted through 2-Track USA, Inc., a New York corporation. During 2010 the Company’s business focus was on technologies for the tracking, monitoring and security of remote assets from any point in the world, whether static (such as pipelines or wells) or mobile (such as vehicles, vessels and containers).

Business

Our business plan focuses on three specific telematics business segments – Vehicle Tracking, Personnel Tracking (Executive Protection), and Asset Tracking. We continue to specialize in combining radio frequency identification devices (RFID) where opportunities exist.

Technology Based Solutions

Vehicle Fleet Management – CONDOR FMS

We currently support a multi-functional tracking and status monitoring system for operators of both small and large vehicle fleets called Condor FMS. This system is presently offered on any Triband GSM Network for Worldwide haulage and vehicle rental markets.

In September 2006 we also launched our own General Packet Radio System (GPRS) version which will extend its tracking applications to worldwide customers.

The 2-Track Vehicle Fleet Management System (Condor FMS) performs a combination of management functions which can be handled simultaneously on a single PC, laptop and Internet. Our fleet management applications, currently available Worldwide include:

· Real-time tracking

· Navigation

· Communication

· Information

· Reporting

· Control

· Safety and Security

The Condor FMS system is now in full commercial practice with sales on 4 continents. We continue to focus on US as well as emerging markets which have (i) a large customer base and potential, and (ii) a large security / monitoring need. This includes Africa and India and will be pursued through VAR / Agency partnerships in those countries.

A significant value added reseller (VAR) of the Condor FMS software, TrakTag (Nigeria), has been appointed in Lagos, Nigeria and to date has sold 6 copies of the Condor FMS software which are in operation. This represents worldwide sales of the Condor FMS software. Following successful launch with ALC (Abuja Leasing Company), we now have Bayelsa Government, Cross River Government, and Skye Bank as our clients in Nigeria. We launched our own hardware in the first quarter of 2007 and since then our units have been sold all around the world. We have also launched demonstration internet based solutions to many potential customers in the USA however no sales were recorded in the US during 2010. In January 2008, we launched our own ASP services to support the Condor FMS and in 2009 we added new hardware to support the Condor FMS.

2-Track is planning on expanding its business through new ventures in India and Africa because of potential observed in these markets. In addition, a new value-added relationship has been established with a US company, “2-Track Solutions”.

2-Track is seeking more VAR relationships around the world. A new channel partner has been established with companies in New York and Israel. These partners focus on providing asset and personnel protection for worldwide travelers and companies. Their names have been omitted for security reasons.

In 2010 we began discussions with an auto manufacturer. While talks are in early stages we are hopeful that this can turn into a significant business to increase sales volumes.

Personal Tracking Systems

In March 2007 we commercially launched our own personnel tracking system at the 2007 CeBIT Exhibition. The Condor FMS mTrac and iTrac products were originally developed for one of our clients, and now has been developed further for the general security market. It has SIEMEN’s quadraband GSM module to work all around the world. It has 7 days standby battery life and a GSM module to determine locations. Highly sophisticated hardware with customer programmable functions allows units to protect business people traveling in hazardous environments as well as for a single worker. We also have clients in Nigeria interested in protecting expatriates at oil and construction sites.

At the end of 2009, management determined that the Triple combination cards and eUnit tags (which were specially designed for Lehman Brothers, which entered bankruptcy in September 2008) were not likely to be able to be sold to Lehman or any other customers. Accordingly, these products were discontinued and existing inventory written-off.

At the end of 2010, management determined that the iTrac 2 devices, iTrac 3devices, and other (which were specially designed for certain customers) were not likely to be sold to any other customers due to being obsolete. Accordingly, these products were discontinued and existing inventory written-off.

mTrac was launched in the first quarter of 2007. During 2010 we sold no units of 2-Track’s personal and vehicle tracking devices.

Commercial Marine Fleet Management

The 2-Track commercial marine solution was based upon a combination of direct fleet management reporting via low earth orbit (“LEO”) satellites combined with RFM/RFID-based data relay for cargo and other wireless alarm systems. Due to market conditions 2-Track has decided not to pursue the marine tracking business.

2-Track, through its wholly-owned subsidiary 2-Track USA, owns the patent rights to PRISMS™ which stands for Positional Real-time Integrity and Status Monitoring System. This is a logistics-oriented technology which is intended to combine a stand-alone data capture and radio frequency identification (RFID) transmission device with a relay station for access to a low-earth satellite network. The intended market for PRISMS™ units was high volume freight transport assets such as cargo containers.

In addition, PRISMS™ was designed address the International Maritime Organization ISPS Code (A) changes relating to the installation of ship security alert systems (SSAS) by providing a point of relay for 2-Track’s wireless alarm triggers (P-SSAS) - whether deck mounted or carried as a mobile unit - giving each and every crew member a distinct alarm identity. Single alarm activation will provide a shore-based control room with all the details of the ship’s position, SOG, COG and other important data at the point the alarm was activated and monitored thereafter.

Although PRISMS has been approved by Korean Patent Agency as an IP, 2-Track is not pursuing this market due to the global economic slowdown and lack of interest in this space.

RFID Solutions

Active RFID

With its capability, we are developing a real time asset tracking system. Many businesses have high value assets kept in the office and venerable to theft. Our hardware, with simple installation and network capability, will allow clients to monitor and track assets 24/7. 2-Track maintains expertise in this field but is not actively pursuing direct RFID sales. Instead, 2-Track is using RFID as an add-on to vehicle tracking systems.

Mobile Video Solutions

iView

2-Track has been experimenting with several mobile video products internally named “iView”. Our goal is to provide full motion video in vehicles and other remote locations. We have been testing various products in an attempt to find the right combination of product/price for the markets.

Future Business Development

The primary business development targets for 2011 will be focused on expansion of distributor networks. Also, entering into Personal Tracking System Development and Launch. First will be BlackBerry Based Tracking System, Android Phone Based Tracking System, and Iphone based Tracking System.

Territorially there will be a strong emphasis on developing emerging markets in Africa, the Middle East, Asia, and India markets characterized by a strong security need and being underserved through lack of GIS mapping technology, poor wireless network infrastructure, or political risk.

Marketing

Our vehicle-based fleet management system (FMS) is in operation with a small number of vehicle rental companies. With the launch of tri-band GSM/GPRS Condor hardware, we can now actively supply and market our product worldwide.

Approximate Global Markets:

UK - 11,000 Freight Transport Association members; 425,000 commercial vehicles
EU - over 2 million commercial vehicles
India, Pakistan, China, Middle East, Africa, and ASEAN - some of the world’s fastest growing freight forwarding/road haulage industries with huge potential for satellite based systems.

2-Track’s strategy has focused on channel partners (resellers). We will continue to develop this indirect sales force in geographically distinct markets. To enhance its marketing partnerships, 2-Track may grant certain exclusive territory rights to its products and technologies.

To more effectively address our U.S. marketing and technology support efforts in January 2007, we formed 2-Track USA (“2-Track USA”) which is a wholly-owned subsidiary of the Company in the state of New York. The initial officer of 2-Track USA is Mike Jung who is CEO and President of the Company. In December, 2010, all of the assets and business previously carried on at 2-Track’s Korean facility was transferred to 2-Track USA.

Customers

Where we had experienced a high concentration of sales with three major customers in the international market up through 2007. Since 2008 our marketing strategies have now diversified our sales to many customers in the retail and wholesale areas selling products to several resellers who in turn sell to their customers.

Competition

We face competitive environments in all our target markets, but of a very mixed and often complex kind.

In most commercial fleet management solution markets, we compete head-to-head with many other systems using the same or similar components and utilizing identical wireless telephone networks - whether GSM or GPRS format. With commoditization, inevitable in mature markets, we have focused on creating software solutions for significant emerging markets where competition is less developed and the security need is large. By partnering directly with established resellers with appropriate GIS mapping technology credentials and often political connections, we are confident of making major inroads in these markets without the need for major marketing expense.

Intellectual Property Rights

We own all the intellectual property for our PRISMS™ technology for container monitoring. This includes all the requirements, firmware and software design and planning, and other copyright encompassed in the technical specification for the communications architecture and its specific deployment for the business applications stated in this document, and subject to a PCT Application through the Korean Patent Office in November 2004. We have not obtained IP on PRISM and waiting for approval from USA, Japan, India, China, and EU and may pursue this business in the future.

Research and Development Expenditures

During fiscal years 2010, 2-Track USA spent approximately $248,800 on product research and development compared to $364,032 of research and development expenditures in 2009. Most of the 2010 research and development costs were incurred to develop FMS related products at the Seoul, Korea R&D facility.

Employees

During 2010, we had 6 full-time employees in Seoul, Korea. However, these employees were laid off as a result of the closure of our R&D facility in Seoul, Korea. We are also leveraging technical and sales contractors in select markets where opportunities arise.

ITEM 1A. RISK FACTORS

Due to the lack of revenues in 2010, and we incurred an operating loss for 2010 and have incurred operating losses since inception. As a result of the losses and negative cash flows from operations, our ability to continue operations will depend on our ability to generate increased revenues and the availability of equity/debt financing for working capital. If we are unable to generate sufficient revenues in the near future or obtain outside capital to cover operating expenses, we may be unable to establish or maintain desired levels of business operations.

The audit report of our independent accounting firm includes a “going concern” explanation. In the independent accounting firm’s opinion, our limited operating history and accumulated net deficit as of December 31, 2010, raise substantial doubt about our ability to continue as a going concern.

2-Track USA, and before it 2-Track Limited, are development stage companies and are in the process of fully implementing their business plan and technologies. 2-Track Limited commenced its business operations as a private limited company in 2002 and has generated only limited revenues. 2-Track USA commenced its business operations in January 2007 and has also generated only limited revenues. As our primary operating subsidiary, 2-Track USA has only a limited operating history upon which an evaluation of our future performance can be made. Our future prospects must be considered in light of the risks and difficulties encountered by developing companies which have not yet established an operating track record.

The success of our technology based business will depend on several factors including:

Our ability to maintain competitive prices which provide desired profit margins and expanding our product line;
Our success in further developing our Condor product lines for US and other markets as well as commercial industry. We also intend to partner with a major car manufacturer to develop and supply OEM telematics solutions;
Our ability to increase consumer awareness of our products and services;
Our ability to provide comprehensive solutions which satisfy current and future anti-terrorism government regulation applicable to national and international commerce.

The development and marketing of our technology products requires significant amounts of capital. To date, both 2-Track and its subsidiary have relied on the sale of equity securities, loans, and limited sales revenue to meet their operational and capital requirements. Because we have limited revenues, it will be necessary to fund our ongoing operations by selling additional equity or debt securities, secure lines of credit or obtain other third-party financing. The timing and amount of such capital requirements cannot be determined at this time and will depend on a number of factors, including demand for our products and technologies. There can be no assurance that additional financing will be available on satisfactory terms when needed, if at all. Failure to raise additional capital, secure other sources of financing or enter into other collaborative business transactions would have a material adverse effect on our ability to achieve our intended business objectives. Any future equity financing will result in dilution to current stockholders. Future debt financing will result in interest expense and the risk that we cannot repay such debt when due.

We are competing in the global tracking and monitoring market, a market characterized by intense competition from both established companies and start-up companies. Since the market demands both competitive prices and capabilities, our success depends in part on our ability to enhance existing products and introduce new technologies. This requires us to accurately predict future customer demands, technology development and pricing trends. Unexpected changes in technological standards, the rate of technology adoption, customer demand and pricing of competitive products could adversely affect our operating results if we are unable to respond effectively to such changes.

Our current manufacturing structure is particularly subject to various risks associated with its use of offshore contract manufacturers, including changes in costs of labor and materials, reliability of sources of supply and general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply, and changes in the availability, capability or pricing of foreign suppliers could adversely affect our business and results of operations. The impact of these risks on our operations is difficult to measure, but the inability to alter our strategic marketing, or react properly to changing economic conditions could have an adverse effect on our financial position.

Our target markets include end-users, resellers, systems integrators, major accounts and original equipment manufacturers. Due to the relative size of some customers, sales in any one market segment could fluctuate dramatically on a quarter-to-quarter basis. Fluctuations in major accounts and the OEM segment could materially adversely affect our financial condition and results of operations. Additionally, our revenues and results of operations could be adversely affected if we were to lose certain key distribution or development partners.

In summary, our net sales and operating results in any particular quarter may fluctuate as a result of a number of factors, including competition in the markets for our products; delays in new product introductions by us; market acceptance of new products and technologies by us or our competitors; changes in product pricing, material costs or customer discounts; the size and timing of customer orders; fluctuations in channel inventory levels; variations in the mix of product sales; manufacturing delays or disruptions in sources of supply; and the pace of the current economic recovery. Our future operating results will depend, to a large extent, on our ability to anticipate and successfully react to these and other factors. Failure to anticipate and successfully react to these and other factors could adversely affect our business and financial condition.

In addition to the above, we are also susceptible to other factors that generally affect the market for stocks of technology companies. These factors could affect the price of our stock and could cause such stock price to fluctuate significantly over short periods of time.

ITEM 2. DESCRIPTION OF PROPERTY

We maintain our US corporate office located at 1270 Broadway, #208, New York, New York. The NY office is subleased from the current lessor without rental payment. Also, 2-Track USA maintained a liaison office in Korea which was authorized by the Korean Government on March 21, 2008. The purpose of the liaison office was to have our own research and development facility in Korea. The monthly rent for this liaison office was $2,000 per month and was located at 2^nd Floor, Cho Kwang Building, 742-18 Yuk Sam dong, Kang Nam Gu, Seoul, Korea. The liaison office was closed in December 2010 as a cost cutting measure.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business, including claims of alleged infringement, misuse or misappropriation of intellectual property rights of third parties. As of the date of this report, we are not a party to any such litigation which we believe would have a material adverse effect on us.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock was listed and traded on the NASDAQ Electronic Bulletin Board (OTCBB) under the symbol “TOTG” until May 18, 2010 at which time our common stock was delisted from the OTCBB due our delinquent filings under the Securities Act of 1934. After May 18, 2010 our common stock has traded in the “Pink Sheet” Market. The following chart sets forth the known high and low price on a bid basis for our stock for each quarter during the last two fiscal years. The prices listed through the First Quarter of 2010 were based on OTCBB quotations while prices quoted after the First Quarter of 2010 were based on Pink Sheet quotations. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. Share prices do not reflect a 1-for-70 reverse stock split which occurred in October, 2011.

Year Ended December 31, 2010	Low		High
Fourth Quarter*	$	.0012	$	.004
Third Quarter*		.001		.003
Second Quarter*		.001		.0017
First Quarter		.0018		.008

Year Ended December 31, 2009	Low		High
Fourth Quarter	$	0.0022	$	0.019
Third Quarter		0.008		0.015
Second Quarter		0.0015		0.02
First Quarter		0.0011		0.012

Footnote * Denotes quotes taken from the OTC-Link Pink Sheet Market

As of December 31, 2010, there were approximately 300 holders of record of our Common Stock. This amount does not include shares held in street name.

Dividend Policy

We have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

On January 31, 2006, the Board approved and stockholder’s ratified an Employee Stock Incentive Plan and a Non-Employee Directors and Consultants Retainer Stock Incentive Plan.

The Employee Stock Incentive Plan is a qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant to the Plan. Awards would be in the form of incentive stock options or restricted stock awards and will be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 1,457 (102,000 pre-split) options were granted to employees in 2006. No options were granted in 2010.

The Non-Employee Directors and Consultants Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant to the Plan. Awards would be in the form of stock options or restricted stock awards and will be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 2,829 (198,000 pre-split) options were granted in 2006 and 7,143 (500,000 pre-split) shares were granted in 2007. No options were granted in 2010.

Of the stock options issued pursuant to any equity compensation plan. No options were exercised in 2010.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2010, 2-Track issued the following equity securities pursuant to exemption from registration under the Securities Act of 1933 (the “Securities Act”).

On October 5, 2010, 2-Track issued 71,429 (5,000,000 pre-split) shares of restricted common stock to a consulting firm for services rendered to 2-Track valued at $10,000. The issuance of stock was made without any public solicitation to one entity and was acquired for investment purposes only. The principals of the entity had access to complete information about 2-Track and was deemed capable of evaluating the merits and risks of acquiring shares in 2-Track. The securities were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed to be “restricted securities” as defined in Rule 144 under the 1933 Act.

During the fiscal year ended December 31, 2009, 2-Track did not issue any equity securities pursuant to exemption from registration under the Securities Act.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

For more detailed financial information, please refer to the audited December 31, 2010 Financial Statements included in this Form 10-K.

Caution about forward-looking statements

This Form 10-K includes “forward-looking” statements about future financial results, future business changes and other events that haven’t yet occurred. For example, statements like we “expect,” we “anticipate” or we “believe” are forward-looking statements. Investors should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties about the future. We do not undertake to update the information in this Form 10-K if any forward-looking statement later turns out to be inaccurate. Details about risks affecting various aspects of the Company’s business are discussed throughout this Form 10-K and should be considered carefully.

Plan of Operation for the Next Twelve Months

Our plan of operation during 2011 is set forth below.

Our budget for fiscal 2011 is predicated on an aggregate cash requirement of $3.5 million of which $1.5 million is expected to be met through operational revenues, with the balance of $2.0 million expected to be met from financing activities.

The majority of these costs are short-term in nature and can be reduced substantially in the event that the business falls behind in either its core research and development program, or underperforms in its sales and marketing activities or finance raising.

As a minimum we need to raise $2 million during fiscal 2011 from debt/equity finance activities. If however such expectations are not met then in these circumstances its expenditure or payments for liabilities will be curtailed significantly from the figures outlined in the table below.

CASH ALLOCATION BY ACTIVITY - BUDGET 2011	US Dollars


All Payroll	$	1,000,000

All Overheads	$	400,000

Net Changes in Working Capital	$	1,500,000

All Capital Expenditure	$	500,000

All Finance Charges	$	100,000

GROSS ANTICIPATED CASH REQUIREMENT	$	3,500,000

Less Gross Margin from Operations	$	1,500,000

NET ANTICIPATED CASH REQUIREMENT	$	2,000,000

Technical Roll-Out

Barring unexpected occurrences, management anticipates the following schedule of roll-outs for its family of products during 2011:

Condor FMS - BB Tracking Mar 2011

Condor FMS - Calamp Integration Feb 2011

Condor FMS - Android Tracking Nov 2011

Business Development

The primary business development targets for 2011 will be the continued expansion of distributor networks and OEM partners for the Condor FMS vehicle fleet management solution, the iTrac personal tracking system and the Starfish vessel fleet management solution. Condor, which currently sells in the UK and Africa in a GPRS format, will be expended through the addition of LEO + GPRS as well as higher spec hardware for the US market during the summer of 2009.

The arrival of the Starfish marks 2-Track’s first satellite equipped product. Starfish is targeted principally at the leisure marine market in the USA (east coast initially with some Caribbean markets), the Mediterranean, and Australasia. This market is characterized by fast growing consumer expenditure on marine products, equipment and services, and 2-Track anticipates good support within the distribution and dealership communities once working models are available to demonstrate.

Results of Operations

Operating Results for the Fiscal Year Ended December 31, 2009 and 2010.

Fiscal year 2010 as used in this section refers to the 12 month period ended December 31, 2010.

We had no revenues for fiscal year 2010 compared to revenues of $346,530 for the year ended December 31, 2009. While we were aggressively marketing our various products, we were unable to consummate any sales during 2010 while closing $346,530 of sales in 2009 due primarily to sales to new customers in Nigeria and India.

Cost of sales decreased significantly from $122,998 in 2009 to $35,050 in 2010 due primarily to the lack of sales 2010 and write-downs of inventory of $35,050 in 2010 and $85,700 in 2009. Due to the lack of sales in 2010, gross profits declined to a loss of $(35,050) for 2010 compared to $223,532 gross profit in 2009.

Operating expenses decreased substantially from $910,940 in 2009 to $289,991 in 2010.

Operating Expenses included the following:

Selling, general and administrative expenses decreased significantly to $29,600 for fiscal year 2010 as compared to $506,976 for the same period a year earlier reflecting drastically reduced business operations due to the lack of sales revenue and only $263,810 of loan proceeds received during fiscal year 2010.
2-Track incurred research and development expenses of $248,800 for fiscal year 2010 compared to $364,032 of R&D expenses in 2009. R&D for 2010 was focused on software and enhancements related to FMS and Starfish products and the decrease expenditures in 2010 reflect the closure of 2-Track’s R&D facility in Seoul, South Korea in December 2010. 2-Track also expensed $11,235 of abandoned equipment relating to the closure of its R&D facility.
2-Track incurred $10,000 of financial consulting expenses for fiscal year 2010 associated with its fund raising efforts.

We had a net loss of $332,590 for fiscal year 2010, or $0.41 loss per share, compared to a net loss of $695,408 for 2009, or $ 0.87 loss per share. The significant decrease in net loss in 2010 was primarily due to the substantial reduction in operating expenses.

No provision was made for income taxes for the years ended December 31, 2010 and 2009.

Liquidity and Capital Resources

2-Track has incurred operating losses during the last two fiscal years which has resulted in an accumulated stockholders’ deficiency of $3,063,033 as of the end of fiscal year 2010. At December 31, 2010, we had cash of only $58 and a negative net working capital of $3,063,108. Since the inception of its business in March 2002, 2-Track has been dependent on borrowed or invested funds in order to finance its ongoing operations.

Capital Financing

During 2010 we raised $228,672 in loans to 2-Track from an outside lender. The terms of the loan are 2% annual interest rate and is payable on demand.

During 2010 we issued 71,429 shares (5,000,000 pre-split) of restricted common stock valued at $699,500 to a financial consulting firm in payment for consulting services relating to investor relations and fund raising efforts.

As of December 31, 2010 our principal commitments include $2,000 per month for our liaison office in Korea, which was closed in December of 2010 and will not carry forward.

We anticipate requiring a minimum of $2 million in additional working capital during the current year to fund our business development and growth although management hopes to achieve a higher figure based on our price per share valuations. It is our intention to pursue equity and debt-based funding strategies through the issue of additional stock and/or long-term borrowing commensurate with a responsible level of debt service commitments.

Due to our limited cash flow, operating losses and limited assets, it is unlikely that we could obtain financing through commercial or banking sources. Consequently, we are dependent on continuous cash infusions from our major stockholders or other outside sources. If these investors were unwilling or unable to provide necessary working capital to us, we would probably not be able to sustain our full range of operations. There is no current written agreement or contractual obligation, which would require any investors to fund our operations up to a certain amount or indeed continue to finance our operations at all.

Management of 2-Track believes that it will need to raise additional capital to continue to develop, promote and conduct its technology business. Such additional capital may be raised through public or private financing as well as borrowing from other sources. 2-Track may also issue its restricted common stock to various service providers in lieu of cash when acceptable to the service provider. Although 2-Track believes that its current investors will continue to fund 2-Track’s expenses based upon their significant equity interest in 2-Track, there is no assurance that such investors will continue to invest in 2-Track. If adequate funds are not otherwise available, 2-Track would not be able to sustain its planned operations.

Critical Accounting Policies

The discussion and analysis of our financial conditions and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, management evaluates its estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the critical accounting policies set forth in Note 2 to the consolidated financial statements affect our more significant judgments and estimates in the preparation of our consolidated financial statements.

ITEM 8. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1

Consolidated Balance Sheets as of December 31, 2010 and 2009		F-2

Consolidated Statements of Operations for the fiscal years ended
December 31, 2010 and 2009		F-3

Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2010 and 2009		F-4

Consolidated Statements of Stockholders’ Deficiency for the fiscal years ended
December 31, 2010 and 2009		F-5

Notes to Financial Statements		F-6 - F-15

Michael T. Studer CPA PC

18 East Sunrise Highway, Suite 311

Freeport, NY 11520

Phone: (516) 378-1000
Fax: (516) 546-6220

Email: mts@studercpapc.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
2-Track Global, Inc.

I have audited the accompanying consolidated balance sheets of 2-Track Global, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009 and the related consolidated statements of operations and comprehensive loss, stockholders' deficiency, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 2-Track Global, Inc. and subsidiaries as of December 31, 2010 and 2009 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael T. Studer CPA P.C.

Freeport, New York
August 29, 2012

F-1

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in US Dollars)

ASSETS
	December 31, 2010			December 31, 2009
Current Assets
Cash and cash equivalents	$	58		$	213
Accounts receivable		-			7,648
Inventories		-			35,050
Prepaid expenses		75			1,872
Total Current Assets		133			44,783

Security deposits		-			19,242
Property and equipment, net of accumulated depreciation		-			11,592
Intangible Assets, net of accumulated amortization		-			-
Total Assets	$	133		$	75,617

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable and accrued expenses payable	$	1,266,926		$	1,569,833
Amounts due to related parties and former directors		1,390,435			1,071,739
Loans payable		405,805			177,133
Total Current Liabilities		3,063,166			2,818,705

Stockholders' Deficiency
Common stock, par value $0.001 per share; authorized 75,000,000 shares, issued and outstanding 873,970 and 802,541 shares, respectively		874			803
Additional paid-in capital		2,461,848			2,443,455
Accumulated deficit		(5,542,453	)		(5,209,863	)
Accumulated other comprehensive income		16,698			22,517
Total Stockholders' Deficiency		(3,063,033	)		(2,743,088	)
Total Liabilities & Stockholders' Deficiency	$	133		$	75,617

See notes to consolidated financial statements

F-2

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Expressed in US Dollars)

	Year Ended December 31,
	2010			2009

Net sales	$	-		$	346,530

Cost of sales:
Cost of good sold		-			37,298
Impairment of inventory		35,050			85,700
Total cost of sales		35,050			122,998
Gross profit (loss)		(35,050	)		223,532

Operating expenses:
Selling, general and administrative		29,600			506,976
Research and development		248,800			364,032
Depreciation of property and equipment		356			4,276
Abandonment of property and equipment		11,235			-
Amortization of intangible assets		-			4,176
Impairment of intangible assets		-			31,480
Total operating expenses		289,991			910,940
Loss from operations		(325,041	)		(687,408	)
Other income (expenses)
Interest income		451			-
Interest expense		(8,000	)		(8,000	)
Loss before income taxes		(332,590	)		(695,408	)
Income taxes		-			-
Net profit (loss)	$	(332,590	)	$	(695,408	)

Net loss per share - basic and diluted	$	(0.41	)	$	(0.87	)

Weighted average number of common shares used to compute net loss per share-basic and diluted		818,392			802,541

Comprehensive Income (Loss)
Net loss	$	(332,590	)	$	(695,408	)
Foreign currency translation adjustment		(5,819	)		(34,532	)
Compensive income (loss)	$	(338,409	)	$	(729,940	)

See notes to consolidated financial statements

F-3

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Deficiency

For the Years Ended December 31, 2010 and 2009

(Expressed in US Dollars)

	Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Deficiency
Balance, December 31, 2008		808,247		$	808		$	2,440,986		$	(4,514,455	)	$	57,049		$	(2,015,612	)
Reversal of issuance of common stock in satisfaction of liabilities		(5,714	)		(5	)		(5,995	)		-			-			(6,000	)
Adjustment		8			-			-			-			-			-
Stock options expense		-			-			8,464			-			-			8,464
Net loss		-			-			-			(695,408	)		-			(695,408	)
Foreign currency translation adjustment		-			-			-			-			(34,532	)		(34,532	)
Balance, December 31, 2009		802,541			803			2,443,455			(5,209,863	)		22,517			(2,743,088	)
Issuance of common stock for services		71,429			71			9,929			-			-			10,000
Stock options expense		-			-			8,464			-			-			8,464
Net loss		-			-			-			(332,590	)		-			(332,590	)
Foreign currency translation adjustment		-			-						-			(5,819	)		(5,819	)
Balance, December 31, 2010		873,970		$	874		$	2,461,848		$	(5,542,453	)	$	16,698		$	(3,063,033	)

See notes to consolidated financial statements

F-4

2-TRACK GLOBAL INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

	Year Ended December 31,
Cash Flows from Operating Activities:	2010			2009
				(As Reclassified)
Net loss	$	(332,590	)	$	(695,408	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of property and equipment		357			4,276
Abandonment of property and equipment		11,235			-
Amortization of intangible assets		-			4,176
Impairment of intangible assets		-			31,480
Stock-based compensation		18,464			8,464
Changes in operating assets and liabilities
Accounts receivable		7,648			21,737
Prepaid expenses		1,797			(1,872	)
Security deposits		7,252			(19,242	)
Inventories		35,050			50,650
Accounts payable and accrued expenses payable		(13,178	)		74,814
Net cash used in operating activities		(263,965	)		(520,925	)

Cash Flows from Investing Activities:

Property and equipment additions		-			(5,158	)
Intangible assets additions		-			(7,633	)
Net cash used in investing activities		-			(12,791	)

Cash Flows from Financing Activities:

Proceeds from loans payable		228,672			45,633
Increase in amounts due to related parties and former directors		35,138			485,396
Net cash provided by financing activities		263,810			531,029
Decrease in cash and cash equivalents		(155	)		(2,687	)

Cash and cash equivalents, beginning of year		213			2,900
Cash and cash equivalents, end of year	$	58		$	213

Supplemental disclosures of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Schedule of noncash financing activity:
Satisfaction of accounts payable and accrued expenses payable by the brother of the Company’s Chief Executive Officer on behalf of the Company	$	283,558		$	-
Seizure of Korean Office security deposit account by government authority to pay Company delinquent withholding taxes	$	11,990		$	-

See notes to consolidated financial statements

F-5

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010

Note 1. ORGANIZATION AND BUSINESS OPERATIONS

2-Track Global, Inc. ("TOTG") was incorporated in the state of Nevada on March 12, 2002 under the name ECP Ventures, Inc. From March 12, 2002 (inception) to November 30, 2004, TOTG pursued mineral exploration activities. Since November 30, 2004, TOTG has been a holding company.

On November 30, 2004, TOTG acquired 2-Track Limited ("Limited"), a British corporation formed in October 2002, in exchange for 18,000,000 shares of TOTG's common stock (representing 60% of TOTG's issued and outstanding common stock after the exchange transaction). Until November 17, 2008, Limited sold computer applications primarily used by customers for vessel and vehicle fleet management. On November 17, 2008, the Company decided to liquidate Limited and transferred certain assets, liabilities, and operations to 2-Track U.S.A., Inc. ("TTNY"), another wholly owned subsidiary of TOTG, which was incorporated in the state of New York on January 4, 2007. TTNY sells devices and software applications primarily used by business customers for security purposes.

The accompanying consolidated financial statements include the accounts of TOTG and its wholly owned subsidiaries Limited and TTNY (collectively, the "Company"). All inter-company accounts and transactions have been eliminated in consolidation.

Effective October 14, 2011, TOTG effected a 1-for-70 reverse stock split which reduced the number of issued and outstanding shares of TOTG common stock from 61,177,850 shares to 873,970 shares. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split.

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has incurred losses of $5,542,453 since inception and has a working capital deficiency of $3,063,033 as at December 31, 2010. These factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern. Management is in the process of identifying sources for additional financing to fund the ongoing development of the Company's business.

F-6

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of TOTG and its subsidiaries Limited and TTNY (collectively, the "Company"). All inter-company accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements of 2-Track Global, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories

Inventories are stated at lower of cost (first-in, first out method) or market. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, a provision is accrued for the difference with charges to cost of sales.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. The Company depreciates its furniture, fixtures and equipment using the straight-line method over the assets' estimated useful lives.

Intangible assets

Intangible assets are stated at cost less accumulated amortization and impairment. To December 31, 2010, the intangible assets were amortized using the straight-line method over the assets’ estimated economic lives of 10 years.

F-7

Long-lived Assets

Long-lived assets are reviewed annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of the asset in question may not be recoverable. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets.

Revenue Recognition

The Company enters into agreements to sell products (hardware and software), services, and other arrangements that include combinations of products and services. Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenue is reduced for estimated product returns and distributor price protection, when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. When arrangements include multiple elements, the Company uses objective evidence of fair value to allocate revenue to the elements and recognize revenue when the criteria for revenue recognition have been met for each element. The amount of product revenue recognized is affected by judgments as to whether an arrangement includes multiple elements and if so, whether vendor-specific objective evidence of fair value exists for those elements. Changes to the elements in an arrangement and the ability to establish vendor-specific objective evidence for those elements could affect the timing of the revenue recognition. Most of these conditions are subjective and actual results could vary from the estimated outcome, requiring future adjustments to revenue.

Research and Development

Research and development costs, which covered all expenses incurred in Korean Research Centre, are expensed as incurred.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in Accounting Standards Codification (“ASC”) topic no. 740, “Income Taxes”. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

F-8

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC topic no. 260, "Earnings per Share". ASC topic no. 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at December 31, 2009 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheets. The estimated fair value amounts have been determined by using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.

Comprehensive Income

Except for foreign currency translation adjustments, the Company has no items that represent other comprehensive income (loss).

Foreign Currency Translation

The functional currency of TOTG and TTNY is the United States dollar. The functional currency of Limited is the United Kingdom pound sterling ("GBP"). The reporting currency of the Company is the United States dollar. Limited assets and liabilities are translated into United States dollars at year-end exchange rates ($1.5468 and $ 1.5926 at December 31, 2010 and 2009, respectively). Limited revenues and expenses are translated into United States dollars at weighted average exchange rates for the period ($ 1.5458 and $1.5654 for the years ended December 31, 2010 and 2009, respectively). Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders' equity.

At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.

F-9

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC topic no. 718, “Compensation – Stock Compensation”. ASC 718 requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost is expensed over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period).

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

Note 3. INVENTORIES

Inventories consist of:

	December 31,
	2010			2009
Triple combination cards	$	-		$	58,000
eUnit tags		-			27,700
iTrac 2 devices		13,200			13,200
iTrac 3 devices		16,400			16,400
Other		5,450			5,450
Subtotal		35,050			120,750
Less impairment allowances		(35,050	)		(85,700	)
Net	$	-		$	35,050

Effective December 31, 2009, management determined that the Triple combination cards and eUnit tags (which were specially designed for Lehman Brothers, which entered bankruptcy in September 2008) were not likely to be able to be sold to Lehman or any other customers. Accordingly, a $85,700 impairment charge was recorded (increasing cost of sales and decreasing inventories) in the three months ended December 31, 2009.

Effective December 31, 2010, management determined that iTrac 2 devices, iTrac 3devices, and other (which were specially designed for certain customers) were not likely to be available for sell to any other customers due to out of date. Accordingly, a $35,050 impairment charge was recorded (increasing cost of sales and decreasing inventories) in the year ended December 31, 2010.

F-10

Note 4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of:

	December 31,
	2010			2009
Furniture, Fixtures and Equipment	$	38,184		$	38,184
Accumulated depreciation		(26,949	)		(26,592	)
Subtotal		11,235			11,592
Less impairment		(11,235	)		-
Net	$	-		$	11,592

In February 2010, the Company closed its New Jersey Office due to the lease expiration and abandoned all property and equipment at the location. Accordingly, a $11,235 abandonment charge was recorded to write-off the remaining undepreciated property and equipment.

Note 5. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of:

	December 31,
	2010			2009
Patent costs relating to the Positional Real time
Integrity and Status Monitoring System (“PRISMS”)	$	42,700		$	42,700
Accumulated amortization		(11,220	)		(11,220	)
Accumulated impairment		(31,480	)		(31,480	)
Net	$	-		$	-

In 2009, management decided to discontinue the PRISMS project and effective December 31, 2009, a $31,480 impairment charge was recorded to write off the remaining unamortized patent costs.

Note 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES PAYABLE

Accounts payable and accrued expenses payable consist of:

	December 31,
	2010		2009
Vendors and service providers:
2-Track Global, Inc.	$	82,010	$	82,496
2-Track U.S.A., Inc. Korea office (including Korea tax withheld of $59,703 and $71,693, respectively)		59,703		370,000
2-Track U.S.A., Inc. other		795,616		795,616
2-Track Limited		302,447		302,447
Accrued interest payable		27,150		19,274
Total	$	1,266,926	$	1,569,833

F-11

The Company believes that the liabilities relating to 2-Track Limited were effectively discharged as a result of its liquidation on February 17, 2009. As statutory time periods for objections run, the Company will reduce the respective liabilities and recognize other income.

At December 31, 2008, a customer deposit of $131,063 and deferred revenue of $19,090 related to sales orders from Lehman Brothers (which entered bankruptcy in September 2008). Effective December 31, 2009, management determined that the Company had fulfilled the terms of the orders and recognized revenues of $150,153 (and adjusted the $131,063 customer deposit and the $19,090 deferred revenue liabilities to $0).

Note 7. RELATED PARTY TRANSACTIONS

Amounts Due to Related Parties

Amounts due to related parties consist of:

	December 31,
	2010		2009
Unpaid compensation:
Chief executive officer	$	78,384	$	181,069
Consultant and former director		440,000		440,000
Former director		12,000		12,000

Advances payable (non-interest bearing, due on demand):
Chief executive officer		292,009		251,424
Consultant and former director		1,206		1,206
Former director		5,089		5,089
Brother of chief executive officer		561,747		180,951
Total	$	1,390,435	$	1,071,739

Other Transactions

Total compensation costs incurred to the Chief Executive Officer and his brother included in research and development expenses in the Statement of Operations for the years ended December 31, 2010 and 2009 were $141,323 and $151,069, respectively. Total compensation costs incurred to the Consultant and former director described in the above table included in selling, general and administrative expenses in the Statement of Operations for the years ended December 31, 2010 and 2009 were $0 and $105,000, respectively.

Note 8. LOANS PAYABLE

Loans payable consist of:

	December 31,
	2010		2009
Due Octagon Investments, S.A., interest at 5%, due on demand, convertible into shares of common stock at a price of $0.39 per share	$	100,000	$	100,000
Due investor, interest at 10.7%, due on demand		28,000		28,000
Due to Company’s former technical director, interest at 0%, due on demand		46,000		46,000
Advance payable to service provider, interest at 0%, due on demand		1,083		2,837
Due to an unrelated party, Interest at 2%, due on demand		230,722		-
Total	$	405,805	$	177,133

F-12

Note 9. INCOME TAXES

No provision for income taxes was recorded in the years ended December 31, 2010 and 2009 since TOTG, TTNY and Limited had taxable losses in these periods.

Based on management's assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the United States net operating loss carry forwards as of December 31, 2010 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at December 31, 2010. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carry forwards expire in varying amounts from year 2022 to 2030.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

Note 10. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at December 31, 2010 for pension, post-employment benefits or post-retirement benefits. The Company does not have a pension plan.

Note 11. STOCKHOLDERS EQUITY TRAMSACTIONS

Common Stock

On October 11, 2010, the Company issued 71,429 (5,000,000 pre-split) shares of its common stock to Curing Capital Inc. for investor relations services rendered. Accordingly, $10,000 of service compensation has been recorded in the Selling, General and Administrative expenses in the year ended December 31, 2010. The value of the $10,000 is based on 71,429 post-split shares of common stock at October 11, 2010 adjusted closing trading price of $0.14 per share.

Effective October 14, 2011 (see Note 1), the Company effected a 1-for-70 reverse stock split.

Preferred Stock

On October 13, 2011, the Company amended its Articles of Incorporation to authorize 5,000,000 shares of Preferred Stock, par value $0.001 per share. The Preferred Stock is issuable in one or more series with designations of each such series of Preferred Stock as to their rights, voting powers, preferences, privileges, limitations, dividend rights, dividend rates, conversion rights, terms of redemption, redemption prices, and liquidation preferences.

F-13

Stock Options

In January 2006, the Company adopted a stock incentive plan in order to provide an incentive to eligible employees and officers of the Company. The Employee Stock Incentive Plan is a qualified plan authorizing the issuance of up to 42,857 (3,000,000pre-split) shares pursuant to the Plan. Awards are in the form of incentive stock options or restricted stock awards and are to be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years.

The Non-Employee Directors and Consultants Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 42,857 (3,000,000 pre split) shares pursuant to the Plan. Awards are in the form of stock options or restricted stock awards and are to be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years.

Stock option transactions under the 2006 Plans for the years ended December 31, 2010 and 2009 are summarized as follows:

	Year Ended December 31,
	2010		2009
Options outstanding, beginning of year		4,286		4,286
Granted		-		-
Exercised		-		-
Forfeited/expired		-		-
Options outstanding, end of year		4,286		4,286
Options exercisable, end of year		2,244		2,244

The exercise price of all the 4,286 (300,000 pre-split) outstanding options is $14.70 ($0.21 pre-split) per share, 2,829 (198,000 pre-split) of the options expire March 24, 2011 and the remaining 1,457 (102,000 pre-split) options expire March 24, 2014. The aggregate intrinsic value of the outstanding options at December 31, 2010 and 2009 is $0 and $0, respectively.

For the years ended December 31, 2010 and 2009, stock options expense charged to operations was $8,464 and $8,464, respectively. At December 31, 2010, the unrecognized compensation expense was $8,961.

Note 12. COMMITMENTS AND CONTINGENCIES

Lease Agreements

TTNY subleased its New Jersey office on a month to month basis pursuant to a sublease which original term was from February 20, 2009 to February 19, 2010. The monthly rent was $975.

F-14

TTNY leased its Korea office under a two year agreement expiring December 29, 2011. The agreement provided for monthly rent of 1,500,000 South Korea Won ($1,340 at the December 31, 2010 exchange rate). On December 31, 2010, the Company closed its Korean Office and vacated the facilities. In December 2010, the Company’s security deposit of $11,990 was seized by a governmental authority as payment toward delinquent Company Korean payroll taxes withheld by it. There were no other exit costs associated with vacating the facilities for the Korean Office other than the seizure of the lease deposit by the government to pay delinquent withholding taxes.

Rent expense for the year ended December 31, 2010 was $19,451.

Note 13. BUSINESS CONCENTRATIONS

One customer (Lehman Brothers) accounted for 43% of consolidated net sales in the year ended December 31, 2010. Another customer accounted for 34% of consolidated net sales in the year ended December 31, 2010.

Note 14. SUBSEQUENT EVENTS

On March 29, 2012 the SEC initiated an Administrative Proceeding against six companies including 2-Track, seeking to deregister each company’s class of stock registered under Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”) due to the number of delinquent reports not filed by each company. After two Prehearing Conferences with the SEC, the second being held on July 16, 2012 at which time 2-Track was unable to bring all of its 1934 Act reports current, the SEC issued an Initial Decision dated July 24, 2012 revoking 2-Track’s common stock registration under Section 12 of the 1934 Act. The Initial Decision became final on August 15, 2012.

On August 12, 2012, World Capital Market (“Buyer”) and Woosun (Mike) Jung, TOTG’s chief executive officer, (“Jung”) and 10 other TOTG stockholders (“Other Sellers”, and with Jung collectively, the “Sellers”) entered into a Stock Purcjase Agreement (the “Agreement”). The Agreement provides for the Sellers’ sale of a total of 519,281 shares of TOTG common stock, representing approximately 59% of the 874,500 issued and outstanding shares of TOTG common stock, to the Buyer for a total of $130,000 cash. The $130,000 is to be disbursed as follows: $35,000 to the Sellers, $10,000 to Octagon Investment S.A. for the Assignment of Indebtedness of $100,000 debt owed by the Company to Octagon (see Note 7) to Buyer, $30,000 to the Company’s law firm (of which $5,000 has already been paid), $20,000 to the Company’s independent registered public accounting firm (of which $5,000 has already been paid), and $35,000 to pay other transaction expenses designated by Buyer. Closing of the Agreement is subject to satisfaction on or before August 15, 2012 (extended to August 23, 2012 in an Amendment No.1 to Agreement dated August 15, 2012 and extended verbally to August 29, 2012) of certain conditions precedent to closing, including TOTG’s filing of certain periodic reports with the Securities and Exchange Commission.

F-15

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 are 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, 2010 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:

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-Track Global 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.

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.

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 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 intend 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 strive 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, 2010 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, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

In December, 2010, we closed our research and development facility in Seoul, South Korea. All research and development activities were transferred to 2-Track USA located in New York, NY. As a result, our R&D activity has been curtailed until we are able to establish a new R&D facility in the USA as soon as finances permit.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

The following table sets forth information about the directors and executive officers of 2-Track together with the principal positions and offices with 2-Track held by each:

Name of Person	Age	Position and Office Presently Held With 2-Track	Director Since

Woo Sun Mike Jung	43	Chief Executive Officer, Chairman, President and Chief Financial Officer	11/30/04

___________________________

Woo Sun Mike Jung became a Director and President on November 30, 2004. On April 24, 2005 he also assumed the position of Chief Financial Officer. He is a Korean national and has been the managing director of 2-Track Limited since October 2002. He previously served as the Technical Director for Tiger Telematics for hardware purchase from February 2002 to July 2002. He was the European representative for Techway Inc. from September 2000 to January 2002.

The current Director will serve and hold office until the next annual shareholders' meeting or until his respective successors have been duly elected and qualified. Our executive officers are appointed by the Board of Directors and serve at the discretion of the Board

Family Relationships

There are no family relationships between any director and executive officer.

Board Meetings and Actions

The Board of Directors of the Company held 1 meeting and acted by written consent on three occasions during the year ended December 31, 2010. The sole director during the year 2010 participated in 100% of meetings of the Board held or action by written consent taken during the year 2009.

Corporate Governance

We do not currently have a standing Nominating Committee due to the fact that the Board currently consists of one Director which makes having such a committee unnecessary at this time. The Board does not currently have separately-designated Audit, Executive or Compensation Committees nor does the Board have a designated audit committee financial expert. The functions of these committees are performed by the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 with the Securities and Exchange Commission (the "SEC"). Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of copies of such forms received by us, or on written representations from certain reporting persons that no other filings were required for such persons, we believe that, during the fiscal year ended December 31, 2010, our executive officers and directors and 10% stockholders complied with all applicable Section 16(a) filing requirements.

We have adopted a Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer. We will provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request by e-mail at “www.2-TrackGlobal.com” or in writing by mail to: 2-Track Global, Inc., 1270 Broadway, #208, New York, NY 10001, Attn: Corporate Secretary

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation of 2-Track’s Principal Executive Officer during the last two most recently complete fiscal years. No other officer or director received annual compensation in excess of $100,000 during the last completed fiscal year.

	SUMMARY COMPENSATION TABLE
Name & Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Mike Jung (CEO)	2010	$106,669⁽¹⁾	-0-	-0-	-0-	-0-	-0-	-0-	$106,669
	2009	120,000⁽¹⁾	-0-	-0-	-0-	-0-	-0-	-0-	120,000

_______________

⁽¹⁾

Amount included $120,000 paid as compensation by 2-Track USA (a wholly owned subsidiary). $120,000 of this amount was accrued but not paid during 2009 or 2010.

Employment Agreements

There are no employment agreements with any officer or employee of 2-Track.

Incentive and Stock Option Plans

The 2-Track 2006 Employee Stock Incentive Plan was adopted by our Board of Directors and approved by our stockholders on January 31, 2006. This Plan will allow us to grant stock or options as compensation to officers and employees. The Plan is authorized to grant stock or options of up to 42,858 (3,000,000 pre-split) shares. Options to purchase 1,457 (102,000 pre-split) shares of 2-Track common stock were granted under this Plan during 2006. No options were granted during 2010.

OUTSTANDING EQUITY AWARDS AT FISCAL 2010 YEAR-END

Option Awards^(*)

Stock Awards^(*)

Name

Number of Securities Underlying Unexercised Option (#) Exercisable

Number of Securities Underlying Unexercised Option (#)

Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)

Equity Incentive Plan Awards: market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Mike Jung

274

456

-0-

$14.70

3/24/14

-0-

(*) Amounts retroactively adjusted to reflect October 14, 2011 1-for-70 reverse stock split.

Employee Pension, Profit Sharing or Other Retirement Plans

We do not have a defined benefit pension plan or profit sharing or other retirement plan.

Objectives and Philosophy of our Executive Compensation Program

We do not have a standing compensation committee. Our Board of Directors as a whole makes the decisions as to employee benefit programs and officer and employee compensation. The primary objectives of our executive compensation programs are to:

· attract, retain and motivate skilled and knowledgeable individuals;

· ensure that compensation is aligned with our corporate strategies and business objectives;

· promote the achievement of key strategic and financial performance measures by linking long-term cash and equity incentives to the achievement of measurable corporate performance goals; and

· align executives’ incentives with the creation of stockholder value.

To achieve these objectives, our Board of Directors evaluates our executive compensation program with the objective of setting compensation at levels it believes will allow us to attract and retain qualified executives. We also generally provide a portion of our executive compensation in the form of stock options, which we believe helps us retain our executives and align their interest with those of our stockholders by allowing the executives to participate in our longer term success as reflected in asset growth and stock price appreciation.

Components of our Executive Compensation Program

At this time, the primary elements of our executive compensation program are base salaries and option grant incentive awards, although the Board of Directors has the authority to award cash bonuses, benefits and other forms of compensation as it sees fit.

We do not have any formal or informal policy or target for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, we have determined subjectively on a case-by-case basis the appropriate level and mix of the various compensation components. Similarly, we do not rely extensively on benchmarking against our competitors in making compensation relation decisions, although we may consider industry compensation trends as one of many factors in our determination of proper compensation.

Base salaries

Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers. Base salary, and other components of compensation, may be evaluated by our Board of Directors for adjustment based on an assessment of the individual’s performance and compensation trends in our industry. In light of the level of the Company’s performance during fiscal year 2010, and the significant efforts of the Company’s sole executive officer during fiscal year 2010, the base salary for 2-Track’s President was left unchanged for 2010.

Equity Awards

Our stock option award program is the primary vehicle for offering long-term incentives to our executives. Our equity awards to executives have typically been made in the form of shares or stock options issued from the 2-Track 2006 Employee Stock Incentive Plan. We believe that equity grants in the form of stock or options provide our executives with a direct link to our long-term performance, create an ownership culture, and align the interests of our executives and our stockholders. Due to the performance of 2-Track during 2010 no stock or stock options were granted to any officer of 2-Track during fiscal year 2010.

Cash Bonuses

Our Board of Directors has the discretion to award cash bonuses based on our financial performance and individual objectives. The corporate financial performance measures (revenues and profits) will be given the greatest weight in this bonus analysis. We have not yet granted any cash bonuses to any named executive officer nor have we yet developed any specific individual objectives while we wait to attain revenue and profitability levels sufficient to undertake any such bonuses. No bonuses were granted during fiscal year 2010.

Benefits and Other Compensation

Our named executive officers are permitted to participate in such health care, disability insurance, retirement and other employee benefit plans as may be in effect with the Company from time to time to the extent the executive is eligible under the terms of those plans. As of the end of fiscal year 2010, we have not implemented any such employee benefit plans.

Compensation of Directors

We currently have a policy of paying $1,000 - $3,000 per month to our non-employee directors as compensation for their services as members of the Board of Directors.

Effective January 31, 2006, we adopted the 2-Track Global, Inc.’s 2006 Non-Employee Directors and Consultants Retainer Stock Incentive Plan. This Plan will allow us to grant stock or options as compensation to non-employee directors and consultants. The Plan is authorized to grant stock or options of up to 42,858 (3,000,000 pre-split) shares. Options to purchase 2,829 (198,000 pre-split) shares of 2-Track common stock were granted under this Plan during 2006. During 2007 Mr. Snortheim was granted 7,143 (500,000 pre-split) shares of common stock under this Non-Employee Director Plan upon his appointment to the Board of Directors. These shares vested in January, 2008 upon the first anniversary date from the date of issuance. No shares or options were granted from this Plan during 2010.

DIRECTOR COMPENSATION DURING 2010
Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Mike Jung							$ -0-

Objectives and Philosophy of our Director Compensation Program

We do not have a standing compensation committee. Consequently, our Board of Directors as a whole makes the decisions as to director benefit programs and compensation. Directors who are full or part time employees of 2-Track are not eligible for compensation or benefits as a director. The primary objectives of our director compensation program are to:

attract and retain experienced and knowledgeable individuals to serve as directors;
reimburse directors for the time and expenses incurred in serving as a director;
allow directors to participate in our longer term asset growth and stock appreciation.

Components of our Director Compensation Program

At the present time, the primary elements of our director compensation program are a base monthly compensation for a director’s services to the Company and stock or option awards.

Monthly Payment

At the present time we offer a monthly stipend of between $1,000 and $3,000 for services rendered by each non-employee member of the Board. The precise amount is determined by the Board based on various factors including the level of Board activity, the level of experience and recognition each member brings to the Board, the length of service of the member and such other factors as deemed relevant to such member’s participation on the Board. Due to the low level of Board activity during 2010 and the Company’s financial position, the Board determined not to pay any monthly stipend payment during 2010.

Equity Awards

Our stock and stock option award program is the primary vehicle for offering long-term compensation to Board members. Our current policy is to grant an initial stock award of 500,000 shares to each non-employee director upon joining the Board. The shares typically vest over a one-year period. We may grant additional shares of stock or options to non-employee Board members depending on various factors including the level of Board activity, the level of experience and recognition each member brings to the Board, the overall performance of the Company, and such other factors as deemed relevant to such member’s participation on the Board. Due to the low level of Board activity and the Company’s performance during fiscal year 2010, no additional stocks or stock options were awarded to any non-employee director in 2010.

Limitation of Liability and Indemnification Matters

Our Articles of Incorporation provide that we will indemnify our officers and directors, employees and agents and former officers, directors, employees and agents unless their conduct is finally adjudged as involving intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. This indemnification includes expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by these individuals in connection with such action, suit, or proceeding, including any appeal thereof, subject to the qualifications contained in Nevada law as it now exists. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding will be paid by us in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by us as authorized in the Articles of Incorporation. This indemnification will continue as to a person who has ceased to be a director, officer, employee or agent, and will benefit their heirs, executors, and administrators. These indemnification rights are not deemed exclusive of any other rights to which any such person may otherwise be entitled apart from the Articles of Incorporation. Nevada law generally provides that a corporation shall have the power to indemnify persons if they acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. In the event any such person is judged liable for negligence or misconduct, this indemnification will apply only if approved by the court in which the action was pending. Any other indemnification shall be made only after the determination by our Board of Directors (excluding any directors who were party to such action), by independent legal counsel in a written opinion, or by a majority vote of stockholders (excluding any stockholders who were parties to such action) to provide such indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of 2-Track pursuant to the foregoing provisions, or otherwise, 2-Track has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, enforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number of shares of 2-Track’s Common Stock beneficially owned as of December 31, 2010 by, (i) each executive officer and director of 2-Track; (ii) all executive officers and directors of 2-Track as a group; and (iii) owners of more than 5% of 2-Track’s Common Stock.

Title of Class	Name and Address of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent
	Officers and Directors

Common Stock	Mike Jung	Chairman, President and CFO	213,627⁽¹⁾	24.4%




	All officers and directors as a group (1 individual)		213,627	24.4%

	Shareholders owning 5% or more
Common Stock	Nolboo & Co. 501 Jinmi Paragon 13 Yeouido-Dong Seoul, South Korea 150-870		142,652⁽²⁾	16.3%

__________________________

(1)

Amount includes 729 (51,000 pre-split) shares issuable under stock options exercisable within 60 days of December 31, 2010. Amount retroactively adjusted to reflect the October 14, 2011 1-for-70 reverse stock split.

(2)

Amount retroactively adjusted to reflect the October 14, 2011 1-for-70 reverse stock split.

Equity Compensation Plan Information

Information in the table below is as of December 31, 2010.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)^(*)

Weighted-average exercise price of outstanding options, warrants and right

(b)^(*)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

(a))

(c)^(*)

Equity compensation plans approved by security holders

4,286

$14.70

85,715

Equity compensation plans not approved by security holders

N/A

_____

_______

Total

4,286

$14.70

85,715

(*) Amounts retroactively adjusted to reflect the October 14, 2011 1-for70 reverse stock split.

Changes of Control of Company

There were no current arrangements which may result in a future change in control of 2-Track.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

The President of 2-Track made loans to the Company aggregating $35,138 during 2010 of which $1,106,877 was outstanding as of December 31, 2010. These loans bear no interest, are unsecured and due on demand.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

For 2-Track’s fiscal years ended December 31, 2009 and December 31, 2010, 2-Track agreed to pay the following aggregate fees to Michael T. Studer CPA PC (“Studer”).

Audit Fees.

The aggregate fees to be paid Studer by 2-Track for professional services rendered for the audit of 2-Track’s financial statements for the last two fiscal years were $10,000 for the fiscal year 2009 and $10,000 for the fiscal year 2010.

Audit Related Fees

None

Tax Fees

None

All Other Fees.

None

All of the services performed by Studer for 2010 were pre-approved by 2-Track’s Board of Directors, which concluded that the provision of the non-audit services described above were compatible with maintaining the accountant’s independence.

Pre-Approved Policies and Procedures

Prior to retaining Studer to provide services in any fiscal year, the Board of Directors first reviews and approves the accountant’s fee proposal and engagement letter. In the fee proposal, each category of services (Audit, Audit Related, Tax and All Other) is broken down into subcategories that describe the nature of the services to be rendered, and the fees for such services. 2-Track’s pre-approval policy provides that the Board of Directors must specifically pre-approve any engagement of Studer for services outside the scope of the fee proposal and engagement letter.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit 2.1	Plan and Agreement of Reorganization, dated November 30, 2004 between ECP Ventures, Inc., 2-Track Limited and certain stockholders of 2-Track Limited.
Exhibit 3.1⁽¹⁾	Articles of Incorporation.
Exhibit 3.2	Certificate of Amendment to Articles of Incorporation.
Exhibit 3.3⁽¹⁾	Bylaws.
Exhibit 4.1⁽¹⁾	Specimen Stock Certificate.
Exhibit 4.2⁽¹⁾	Promissory note to LCC Ventures Corp for $50,000.
Exhibit 10.1.1	Termination of Option Agreement with Larry Sastad
Exhibit 10.2⁽²⁾	PRISMS™ technology development agreement with ChengHolin Technology dated December 5, 2005
Exhibit 10.2.1⁽²⁾	Modification of PRISMS™ technology development agreement with ChengHolin Technology dated December 13, 2005
Exhibit 10.3⁽²⁾	Agreement to develop, manufacture and supply "Starfish" products with Saracom
Exhibit 10.4	Marketing and distribution agreement with Hansworth ME LLC
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.
Exhibit 99.1⁽¹⁾	Subscription Agreement.

____________________

⁽¹⁾Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 filed with the SEC on May 27, 2002

⁽²⁾Incorporated by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 filed with the SEC on April 21, 2006.

* Included with this 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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

	2-TRACK GLOBAL, INC.

Date: August 29, 2012	By:	Woosun Jung
		Woosun Jung President and Chief Executive

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.

Signature	Title	Date

/s/ Woosun Jung	Chairman of the Board, Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	August 29, 2012
Woosun Jung

2-Track Global, Inc. - FORM 10-K - August 30, 2012

Attached files

2-Track Global, Inc. Reports