**U.S.
SECURITIES AND EXCHANGE COMMISSION**


Washington,
D.C. 20549















**FORM
10-KSB**







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


**THE
SECURITIES EXCHANGE ACT OF 1934**













For
      the Fiscal Year Ended
    
    Commission
      File NumberDecember
      31, 2004
    
    333-89208





**2-TRACK
GLOBAL, INC.**





Nevada
    
    41-203667(State
      of Incorporation)
    
    (I.R.S.
      Employer Identification)





Principal
Executive Offices:


35 Argo
House


Kilburn
Park Road


London,
UK NW6 5LF


Issuer’s
telephone number: 011-44-20-7644-0472





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





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





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





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





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.





Yes
    X
    
    No





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





The
issuer’s revenues for its most recent fiscal year was approximately
$106







***Page
- 1***





As of
March 15, 2005, the aggregate value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the average of the bid and ask price
on such date was approximately $17,520,000 based upon the average price of
1.46/share.





As of
March 15, 2005, the Registrant had outstanding 30,000,000 shares of common
stock.





Transitional
Small Business Disclosure Format: Yes [   ] No [X]





**Documents
Incorporated by Reference**





Certain
      exhibits required by Item 13 have been incorporated by reference from
      2-Track’s previously filed Form 8-K’s, Form 10-QSB and Form
      10-KSB.










***Page
- 2***





**TABLE
OF CONTENTS**


****




**PART
I**


ITEM
1.  DESCRIPTION
OF BUSINESS


ITEM
2.  DESCRIPTION
OF PROPERTY


ITEM
3.  LEGAL
PROCEEDINGS


ITEM
4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS




**PART
II**


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


ITEM
6.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


ITEM
7  FINANCIAL
STATEMENTS


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


ITEM
8A.  CONTROLS
AND PROCEDURES


ITEM
8B.  OTHER
INFORMATION




**PART
III**


ITEM
9.  DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT


ITEM
10.  EXECUTIVE
COMPENSATION


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


ITEM
12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION


ITEM
13.  EXHIBITS


ITEM
14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES




**SIGNATURES**
















***Page
- 3***





**PART I**





**ITEM
1.****DESCRIPTION
OF BUSINESS**





**General**





2-Track
Global, Inc. (referred to as “2-Track,” or “we” or “our”) is a Nevada
corporation formerly known as ECP Ventures, Inc. As a result of the Exchange
Transaction discussed below, 2-Track’s business is now the business previously
carried on by 2-Track Limited, a British corporation (“Limited”). Limited is a
UK-based company which was formed and started doing business in October 2002.
Limited’s current business focuses 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).





**History**





2-Track
was originally incorporated as ECP Ventures, Inc. in the state of Nevada on
March 12, 2002. 2-Track was originally formed as an exploration stage company
with the intention of acquiring, exploring and developing various gold mining
properties. In April 2002, 2-Track entered into an option agreement pursuant to
which it acquired a mining interest in property located in the Alberni mining
division in British Columbia, Canada (the “Mining Property”). In April of 2002,
2-Track had a geologist report prepared relating to the Mining Property. Over
the next 2-1/2 years, 2-Track raised debt and equity capital in order to finance
the preliminary exploration costs relating to the Mining Property. 2-Track
pursued this mining business until November 30, 2004 at which time it terminated
the option agreement and entered into the Exchange Transaction with Limited
which is discussed below.





**Exchange
Transaction**





On
November 30, 2004, ECP Ventures, Inc. (“ECPV”) entered into and consummated a
Plan and Agreement of Reorganization between 2-Track and 2-Track Limited and
certain stockholders of 2-Track Limited (the “Exchange Transaction”). Pursuant
to the Exchange Transaction, ECPV acquired all of the issued and outstanding
shares of 2-Track Limited, a British corporation in exchange for 4,500,000
(pre-split) shares of the common stock of ECPV. As a result of the Exchange
Transaction, Limited became a wholly owned subsidiary of ECPV and the nine
former shareholders of Limited now own, in the aggregate, approximately 60% of
ECPV’s outstanding common stock. Shortly after the closing of the Exchange
Transaction ECPV changed its name to 2-Track Global, Inc. As a result of the
Exchange Transaction, the business formerly conducted by Limited became the
primary business of 2-Track. The assets, liabilities and revenue and expenses of
Limited and 2-Track are reported on a consolidated basis for financial statement
purposes.





In
conjunction with this Exchange Transaction, Chen Peng and James W. McLeod
resigned as the officers and directors of 2-Track and Woo Sun Mike Jung and
Jimmy Millard were appointed as new directors of 2-Track filling the
vacancies of Messrs. Peng and McLeod. The new directors joined Ted Oldham who
was previously appointed to the Board on November 22, 2004. Also on November 30,
2004, the Board appointed the following individuals as the new officers of
2-Track: Woo Sun Mike Jung as the new Chief Executive Officer and President;
Jimmy Millard as the new Chief Financial Officer; and Jin Young Shin as the new
Corporate Secretary. See Item 5.02 below for further information on the new
executive officers and directors of 2-Track.





***Page
- 4***





Business





2-Track’s
business plan focuses on four specific telematics business segments - namely
commercial fleet management applications for Vehicles, Marine, and Shipping
Containers, as well as a consumer application for Leisure Marine &
Exploration all of which have an inherent asset tracking and security
capability.





Technology
Based Solutions





2-Track,
through its wholly-owned subsidiary Limited, owns the patent rights to PRISMSTM
which stands for Positional Real-time Integrity and Status Monitoring System.
This is logistics-oriented technology currently in development which combines a
stand alone data capture and radio frequency identification (RFID) transmission
device with a relay station for access to a low-earth satellite network. It is
intended that PRISMSTM units will be applicable to high volume freight transport
assets such as containers enabling them to report intelligently via fixed and
mobile intermodal transport infrastructure including ports/terminals, ships,
trains and trucks.





The
PRISMSTM technology is offered as either an OEM option for manufacturers or
leasing companies, as well as an aftermarket option for end-user or customer
(e.g. shipper) retrofit.





By
utilizing a hybrid RFID-satellite architecture through a low-earth orbit
network, 2-Track’s solution offers all the advantages of RFID weight and cost
combined with the global reach of direct satellite communications, providing
significant benefit over RFID-only or satellite-only technology alternatives.





Technology
teaming partners include Korea Orbcomm - a low earth orbit satellite network
operator, Muwon Corporation - a Korean container seal manufacturer, Maxon Europe
- a UK-based GSM enabled tracking unit supplier, Holin Industries - a Taiwanese
GPRS enabled tracking unit supplier, ESRI (UK) - a leading GIS software and
mapping company, and Thatcham - a UK vehicle safety research company. Additional
RFM/RFID partnership will likely be announced during 2005.





Vehicle
Fleet Management





2-Track
currently supports 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 900MHz or 1800MHz GSM Network for European haulage
and vehicle rental markets.


2-Track
is also developing a General Packet Radio System (GPRS) version which will
extend its tracking applications to 1900MHz networks intended for U.S. based
customers.




***Page
- 5***





The
2-Track Vehicle Fleet Management System (Condor FMS) performs a combination of
management functions which can be handled simultaneously on a single PC or
laptop. 2-Track’s fleet management applications, currently available in 16
European countries, include:





·
    Real-time
      tracking


·
    Navigation


·
    Communication


·
    Information


·
    Reporting


·
    Control


·
    Safety
      and Security





The
Condor FMS system has sold about 20 hardware units to a pilot customer in the UK
during 2004, and is now in full commercial practice. 2-Track does not intend to
allocate significant resources to the overcrowded British market but will focus
instead on emerging markets which have (i) a large customer base and potential,
and (ii) a large security / monitoring need. This includes countries in Africa,
the Middle East, South America and Asia, and will be pursued through VAR /
Agency partnerships in those countries.





A
significant value added reseller (VAR) of the Condor FMS software, TrakTag
(Nigeria) is in the process of being appointed in Lagos, Nigeria and to date two
copies of the Condor FMS software and some 80 units have been installed in a
managed service environment at TrakTag, with specific adaptation of the software
to work with Nigerian GIS mapping. Following recent trials with a major brewing
company, 2-Track anticipates securing major new orders in the Nigerian market
(estimated at being worth over $10m by 2007) against very limited
competition.





2-Track
is also pursing a commercial partnership with prospects in the Middle East with
emphasis on the GCC States, Iran, Iraq, Egypt, India and Pakistan. Talks are now
underway with interested parties in Dubai with regional sales representation
expected during 2005.





Commercial
Marine Fleet Management





The
2-Track commercial marine solution is 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. The
technology centers on 2-Track’s P-Station relay unit which combines LEO
satellite uplink connectivity with standard GPPS receiver technology to give a
near-time picture of any vessel at sea. The P-Station also interfaces with short
range radio frequency modules (“RFM”) communications to facilitate other
PRISMSTM-enabled equipment such as container monitoring units (P-Vision),
electronic door security devices (P-Seal) and handheld container RFID tag
scanners (P-Scan).




***Page
- 6***





In
addition, PRISMSTM will 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. A 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.





Containerized
Cargo





2-Track
provides Supply Chain Management (SCM) and security data monitoring for
containerized cargo. For refrigerated or specialized containers with more
intensive data reporting requirements and a power supply, the P-Vision unit can
be installed directly into the container superstructure and wires into the
control panel and power supply from which it offers any degree of monitoring
frequency as well as active alarms. P-Vision is deployable in a dual format as
RFM-only or as hybrid RFM-LEO satellite communicator.





For dry
containers with predominantly security emphasis, an RFM-only variant called
P-Guard offers a low profile reporting unit which can be scanned by the
P-Station relay unit installed on any intermodal transport asset (ship, train,
truck, etc), providing coverage when there is no direct sight of satellite from
the container itself (e.g. in a ship’s hold or a dock stack). P-Guard uses
internationally standardized RFID technology to communicate with 2-Track’s RFID
P-Seal (see below), as well as third-party container sensors offering door and
internal status monitoring.





2-Track’s
proprietary electronic seal (P-Seal) is also part of the PRISMSTM development
family. This device is fitted to any dry container door and, once activated,
will send a tamper-alert signal through any vessel or port-mounted relay if cut.
It is intended that all P-Seals will be fully readable by all ISO standard RFID
scanners and readers, giving the P-Seal expanded compatibility to work within
non-PRISMS RFID networks and infrastructures.





The
PRISMS TM solution
is intended to provide operational security and monitoring of container movement
and integrity across all normal intermodal transport modes, and can be deployed
along side other personnel/based and management-based security systems. As a
result, the PRISMSTM data can be routed directly to 2-Track’s fleet management
control software which gives management complete visibility of their container
fleet history and activity in real time.





PRISMSTM
will not be finalized for supply chain trials until Autumn 2005 earliest, and
subject to successful testing on a variety of structured tradelane pathways and
across multiple cargo types, will be phased in commercially from 2006. 2-Track
has held early stage talks with two significant logistics players regarding
partnering the PRISMS technology through the initial trials.




***Page
- 7***





Leisure
Marine & Exploration





In
addition to the commercial fleet management applications discussed above,
2-Track has also designed a consumer monitoring solution called Starfish based
on PRISMSTM technology which are aimed at yachts, motorboats, off-road and
explorer vehicles and similar one-off requirements of individuals or groups.





Starfish
automatically reports latest position and other criteria being measured at a
pre-determined interval to a virtual control center from where 2-Track offers
web-based access to the data through a secure login procedure. The result is an
automated solution for owners, friends or family to track remote assets such as
boats, vehicles or groups.





Starfish
can also be utilized by yacht race organizers and charter companies to manage
multiple asset positions automatically at preset intervals to a single website
interface-giving graphical representations of entire fleet positions by key
identifiers such as class, name, boat type etc.





Version 1
of the Starfish equipment is now finalized and is undergoing trials with a
round-the- world yacht FKT ( www.fkt.co.kr ) as well
as one or more vehicles taking part in the EurAsia rally featuring vehicles
travelling from London, England to Seoul, South Korea to commemorate the
60 th Anniversary of South Korea’s independence.





Further
information regarding 2-Track and its business and technologies are available at
www.2-track.com. 2-Track’s executive offices will be co-located with its sole
subsidiary, 2-Track Limited at 35 Argo House, Kilburn Park Road, London, UK, NW6
5LF. 2-Track’s telephone number is 011-44-20-7644-0472.





**Marketing**





The
primary long-term target market for PRISMSTM is the shipping container market
which is driven by a combination of counter-terrorism security needs and data
management needs in the supply chain. There are multiple players acting within
the supply chain and PRISMS deliberately adopts many different configurations to
optimize the specific data and security mix that applies to any given
player.





Players
include shippers (cargo owners), ocean carriers, intermodal transport operators
and hauliers, third party logistics companies (3PL), agents, as well as customs
and port authorities.





Approximate
Global Markets :


·
    500,000
      refrigerated (reefers) or specialist containers
  (P-Vision)


·
    10
      million + standard containers (P-Guard)


·
    150
      million + p.a. container door sealing actions
(P-Seal)




***Page
- 8***





In
addition to providing a relay point for other PRISMSTM -units, the P-Station
relay also provides commercial marine and fleet management by supporting
peripheral devices such as ships security alarm system (SSAS) as required by the
IMO for all shipping over 500 tonnes, and electronic seal on container doors (as
required by US Customs initiatives).





Approximate
Global Markets :


·
    1,000
      container vessels (P-Station)


·
    40,000
      registered vessels over 300 tonnes (P-Station) -SSAS now
      compulsory


·
    200,000
      registered vessels over 50 tonnes (P-Station) - SSAS a possible
      requirement in future





The
Leisure Marine market represents another opportunity for 2-Track to enter in
that it can be served using the satellite components of PRISMS technology
without any need for the RFM components. The unit, branded Starfish, will be
sold in Europe, Australia and the US through a network of marine electronics
dealers and other specialist outlets, and may also have applications for small
commercial fleet vessels such as fishing boats.





Approximate
Global Markets :


·
    600,000
      leisure craft 28-50’ in EU (Starfish)


·
    450,000
      leisure craft 28-50’ in the US (Starfish)


·
    35,000
      leisure craft 28-50’ in Australasia
(Starfish)





2-Track’s
vehicle-based fleet management system (FMS) is in operation with a small number
of vehicle rental companies. Operating through a commercial GSM network with
dual-band roaming, 2-Track is now ready to develop a GPRS version in
collaboration with its primary GSM modem supplier in the UK- Maxon Seuwon
(Europe), a subsidiary of Maxon.





The
2-Track FMS system was recently awarded is Thatcham Q Class certification - the
UK industry-standard security rating from the leading vehicle testing and safety
organization.





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, ASEAN - some of the worlds fastest
      growing freight forwarding/road haulage industries with huge potential for
      satellite based systems.





2-Track
will also week to develop an indirect sales force consisting of Franchisees and
Value Added Resellers / Agents in geographically distinct markets. 2-Track also
hopes to create partnership distribution channels including marketing
arrangements with logistics solution providers, independent software venders and
container equipment suppliers. 2-Track will also market directly to container
manufacturers and leasors. To enhance its marketing partnerships, 2-Track may
grant certain exclusive territory rights to its products and
technologies.




***Page
- 9***





**Competition**





2-Track
faces competitive environments in all its target markets, but of a very mixed
and often complex kind.





In most
commercial fleet management solution markets, 2-Track competes 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 2-Track has focused on creating software solutions
for significant emerging markets where competition is weak and the security need
is large. By partnering directly with established resellers with appropriate GIS
mapping, technology credentials and often political connections, 2-Track is
confident of making major inroads in these markets without the need for major
marketing expense.





The
container monitoring market is a highly attractive one because although it is
still embryonic, many analysts believe significant opportunities exist in the
equipment and services market for both OEM and Aftermarket container monitoring
solutions subject to the outcome of US government policy direction during 2005/6
and agreement of a set of internationally recognized technical standards.





Although
small numbers of containers are presently monitored and tracked using RFID
scanning technology at major transport nodes, 2-Track believes that the real
opportunity lies in delivering cost effective end-to-end solutions across all
transport modes - in real or near time - with additional data reporting
capability such as internal status.





Although
several different solutions have been developed for both supply chain management
(SCM) data needs and container security needs, none has yet been successfully
commercially exploited on a large scale. In reality it is likely that the
“market” will not evolve into a single solution but into a small number of
segments for different cargo and transport requirements - reflecting value,
distance, complexity, risk of terrorism and other factors. 2-Track intends to
target some but not all of these segments with its PRISMS technology,
representing an estimated 30-40% of all global container traffic.





The most
prominent private-sector initiative currently exploring and evaluating “smart”
container technology is a multi-party enterprise called Smart and Secure
Tradelanes [SST] Initiative which incorporates a number of shippers, port
authorities and operators, technology companies and equipment manufacturers in
an affiliation to develop a coherent global information network for container
security. One of its founder members Savi Technology has significant experience
in tracking assets for the US military over many years in remote
locations.





**Government
Controls and Regulations**





PRISMS is
a multi-format communications architecture under development which can be OEM
installed during manufacture or retrofitted to any standard dry, refrigerated or
specialist container unit to deliver clear operational benefits to both carriers
and their clients (shippers) in complying with new regulations - as well as
achieving clear economic benefits. The most immediate of these measures are the
initiatives affecting the operations and management of international trade
supply chains into and out of the US - predominantly:




***Page
- 10***





·
    **Container
      Security Initiative**-
      A major strategic initiative launched in January 2002 by the US Customs
      and Border Patrol (CBP) to ensure that container security measurers are
      taken at the port of loading by selected US officials on high-risk cargo
      destined for the US.




·
    **Customs
      - Trade Partnership Against Terrorism (C-TPAT)**-
      a currently voluntary scheme launched by the CBP whereby participants in
      the supply chain work with validation teams from the CBP to demonstrate a
      certain level of procedural, physical, conveyancing and personnel security
      through improved documentation, technology adoption, training and other
      measures.




·
    **24
      Hour Advanced Manifest Rule**-
      The 24-hour rule requires cargo owners to submit cargo manifest
      information from any port of loading to US ports at least 24 hours before
      sailing from the final foreign port.




Additionally
there are major new maritime measures resulting in changes to the International
Maritime Organization (IMO) code on International Ship and Port Facility
Security (ISPS) which has seen two new requirements for shipping over 500 gross
tones from July 2003 onwards:





·
    **Automatic
      Identification Systems (AIS)**-
      a technical requirement for providing data about a ship’s position and
      status through the VHF equipment (short range) prior to reaching a
      destination port.




·
    **Ship
      Security Alert Systems (SSAS) -**a
      technical requirement for providing a discrete alarm mechanism for the
      ship’s crew through existing or newly installed satellite or radio
      equipment such as a tracking device or GMDSS unit (the current emergency
      signaling platform).




The major
backdrop to the Commercial Marine market is forthcoming legislation and
standards adopted by the IMO, which has adopted a number of amendments to the
1974 Safety of Life at Sea Convention (SOLAS), of which the most far-reaching
are the new Chapter of the International Ship and Port Facility Security Code
(ISPS Code) and detailed new navigation and identification
technologies.





Chapter
2 Amendments (Security Levels ). This
chapter applies to passenger ships and cargo ships of 500 gross tonnage and
upwards, including high speed craft, mobile offshore drilling units and port
facilities serving such ships engaged on international voyages. The ISPS Code
amendments took effect on 1 July 2004. The Code contains detailed
security-related requirements for Governments, port authorities and shipping
companies in a mandatory section (Part A), together with a series of guidelines
about how to meet these requirements in a second, non-mandatory section (Part
B).




***Page
- 11***





The
regulation requires Administrations to set security levels and ensure the
provision of security level information to ships entitled to fly their flag.
Prior to entering a port, or whilst in a port, within the territory of a
Contracting Government, a ship shall comply with the requirements for the
security level set by that Contracting Government, if that security level is
higher than the security level set by the Administration for that
ship.





This risk
management concept will be embodied in the Code through a number of minimum
functional security requirements for ships and port facilities.





Chapter
5 Amendments (AIS). Regulation XI-2/5 requires all ships to be provided with a ship security alert
system, according to a strict timetable that will see most vessels fitted by
July 2004 (50,000 tonnes) and the remainder by December 2004.





When
activated the ship security alert system shall initiate and transmit a
ship-to-shore security alert to a competent authority designated by the
Administration, identifying the ship, its location and indicating that the
security of the ship is under threat or it has been compromised. The system will
not raise any alarm on-board the ship. The ship security alert system shall be
capable of being activated from the navigation bridge and in at least one other
location.





**Intellectual
Property Rights**





2-Track
owns all the intellectual property for its PRISMSTM 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.





2-Track
also owns the intellectual property rights to two middleware/software
applications used for the reporting and presentation of data captured from
remote assets such as vehicles, vessels or containers - using PRISMSTM or other
GSM-equipped devices, although in most instances third-party GIS licences are
embedded in the final software product.





**Research
and Development Expenditures**





During
fiscal years 2004 and 2003, 2-Track’s subsidiary, 2-Track Limited spent
approximately $395,000 and $15,000, respectively, on product research and
development. It is expected that expenditures for research and development will
increase in the current year as 2-Track looks to develop new end-user products
and expand its marketing efforts.




***Page
- 12***





**Employees**





On
December 31, 2004, 2-Track had four full-time employees and two Directors
working at its London offices. 2-Track’s employees are not subject to a labor
contract or collective bargaining agreement. 2-Track considers its employee
relations to be extremely good.





**Factors
Affecting Future Operating Results**





2-Track
has incurred operating losses since inception and has generated only limited
revenues during fiscal 2004. As a result of the losses and negative cash flows
from operations, 2-Track's ability to continue operations will depend on its
ability to generate increased revenues and the availability of equity/debt
financing for working capital. If 2-Track is unable to generate sufficient
revenues in the near future to cover its expenses or obtain outside capital to
cover operating expenses, 2-Track may be unable to establish or maintain desired
levels of business operations.





The audit
report of 2-Track’s independent accounting firm includes a “going concern”
qualification. In the independent accounting firm’s opinion, 2-Track’s limited
operating history and accumulated net deficit as of December 31, 2004, raise
substantial doubt about its ability to continue as a going concern.





2-Track
Limited (“Limited”) is a start-up company and is in the process of fully
implementing its business plan and technologies. Limited commenced its business
operations as a private limited company in 2002 and has generated only limited
revenues. As a result of the Exchange Transaction, 2-Track’s business is now the
same as Limited which has only a limited operating history upon which an
evaluation of its future performance can be made. 2-Track’s future prospects
must be considered in light of the risks and difficulties encountered by new
companies which have not yet established an operating track record.





The
success of 2-Track’s technology based business will depend on several factors
including:





·
    2-Track’s
      ability to maintain competitive prices which provide desired profit
      margins and expanding its product line;




·
    2-Track’s
      success in finalizing its PRISMSTM technology development, in particular
      its radio frequency module (RFM) component required for scanning and
      reporting container data in difficult environments such as terminal yards
      and ship’s holds;




·
    2-Track’s
      success in further improving its user-friendly internet and PC/network
      fleet management applications to enable its hardware solutions to be used
      effectively;




·
    2-Track’s
      ability to increase consumer awareness of its products and services;




·
    2-Track’s
      ability to provide comprehensive solutions which satisfy current and
      future anti-terrorism government regulation applicable to national and
      international commerce.




***Page
- 13***





The
development and marketing of technology products requires significant amounts of
capital. To date, both 2-Track and limited have relied on the sale of equity
securities and loans to meet their operational and capital requirements. Because
2-Track has limited revenues, it will be necessary to fund its initial
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 2-Track’s 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 corporate transactions
would have a material adverse effect on 2-Track’s ability to achieve its
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 2-Track cannot repay such debt when due.





2-Track
will be 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, 2-Track’s success depends in part on its ability to enhance
existing products and introduce new technologies. This requires 2-Track to
accurately predict future technology and pricing trends. Unexpected changes in
technological standards, the rate of technology adoption, customer demand and
pricing of competitive products could adversely affect 2-Track’s operating
results if it is unable to respond effectively to such changes.





2-Track’s
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 2-Track’s business and
results of operations. The impact of these risks on 2-Track’s operations is
difficult to measure, but the inability to alter its strategic markets, or react
properly to changing economic conditions could have an adverse effect on
2-Track’s financial position.





2-Track’s
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 the major accounts and OEM segment
could materially adversely affect 2-Track’s financial condition and results of
operations. Additionally, 2-Track’s revenues and results of operations could be
adversely affected if it were to lose certain key distribution or development
partners.





In
summary, 2-Track’s 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 2-Track’s products; delays in new product introductions by 2-Track;
market acceptance of new products and technologies by 2-Track or its
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.
2-Track’s future operating results will depend, to a large extent, on its
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 2-Track’s business and financial condition.





In
addition to the above, 2-Track is also susceptible to other factors that
generally affect the market for stocks of technology companies. These factors
could affect the price of 2-Track’s stock and could cause such stock price to
fluctuate significantly over short periods of time.




***Page
- 14***





**ITEM
2.****DESCRIPTION
OF PROPERTY**





2-Track’s
office is located at 35 Argo House, Kilburn Park Road, London. 2-Track leases
800 sq. ft of office space at a monthly rental of about US$5,000.





2-Track
also employs a research and development sub-contractor located at 1502 Cresyn
Tower, 8-24, Seoul, Korea, with a dedicated office and team for 2-Track’s
technology developments. The office costs are approximately US$3,000 per
month.





Until
November 30, 2004, 2-Track held development rights to certain mining property
located in the Alberni Mining Division, British Columbia, Canada. On November
30, 2004 the option agreement representing these development rights was
terminated.





**ITEM
3.****LEGAL
PROCEEDINGS**





2-Track
is not involved in any legal proceedings arising in the course of its
business.








**ITEM
4.****SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





***Page
- 15***








**PART II**





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





Commencing
in July 2004, 2-Track's common stock was listed and traded on the NASDAQ
Electronic Bulletin Board (OTCBB) under the symbol “ECPV”. Effective as of
December 6, 2004, 2-Track's trading symbol was changed to “TOTG” to reflect the
Exchange Transaction with 2-Track Limited. The following chart sets forth the
known high and low price on a bid basis for 2-Track’s stock for each quarter
ending after December 6th, 2004. Prior to December 6th, 2004 there was no public
trading market for 2-Track’s common stock. The quotations set forth below
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions.





**Year
      Ended December 31, 2004**
      ****
    **Low**
    **High**Fourth
      Quarter
    $
      0.05 *
    $
      1.90 *Third
      Quarter
    -
    -Second
      Quarter
    -
    -First
      Quarter
    -
    -





____________________________________


*
Reflects post- stock split of 4 for 1 and post-share exchange
transaction








As of
March 15, 2005, there were approximately 88 holders of record of 2-Track's
Common Stock. This amount does not include shares held in street
name.





**Dividend
Policy**





2-Track
has never paid any cash dividends on its common stock. 2-Track currently
anticipates that it will retain all future earnings for use in its business.
Consequently, it does not anticipate paying any cash dividends in the
foreseeable future.





**Recent
Sales of Unregistered Securities**





During
2-Track’s fiscal year ended December 31, 2004, it issued the following equity
securities pursuant to exemptions from registration under the Securities Act of
1933 (the “1933 Act”).





On
November 30, 2004, 2-Track issued 4,500,000 (18,000,000 post-split) shares of
its common stock to the nine (9) shareholders of 2-Track Limited in exchange for
all of the outstanding shares of 2-Track Limited. 2-Track shares were issued
without any public solicitation and were acquired for investment purposes only
and without a view to distribution. The shares were issued pursuant to the
private placement exemption provided by Section 4(2) and Regulation S of the
1933 Act. These shares are deemed to be “restricted securities” as defined in
Rule 144 under the 1933 Act and the certificates evidencing the shares bear a
legend stating the restrictions on resale.




***Page
- 16***





During
the fiscal year ended December 31, 2002, 2-Track issued the following equity
securities pursuant to exemptions from registration under the 1933
Act.





In March
2002, 2-Track issued 1,000,000 shares of its restricted common stock to its two
officers and directors. The shares were issued for cash consideration of $1,000.
The above issuance was made without any public solicitation, to two individuals
and were acquired for investment purposes only. Each of the two individuals had
access to information about 2-Track and were deemed capable of protecting their
own interests. The shares were issued pursuant to the private placement
exemption provided by Section 4(2) of the 1933 Act. These are deemed to be
“restricted securities” as defined in Rule 144 under the 1933 Act and the
certificates evidencing the shares bear a legend stating the restrictions on
resale.





**ITEM
6.****MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF** **OPERATION**





For more
detailed financial information, please refer to the audited December 31, 2004
Financial Statements included in this Form 10-KSB.





**Caution
about forward-looking statements**





This Form
10-KSB 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. Budgets and projections as to capital resources and expenditures
during 2005 are also 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-KSB if any forward-looking statement later turns out
to be inaccurate. Details about risks affecting various aspects of 2-Track’s
business are discussed throughout this Form 10-KSB and should be considered
carefully.





**Plan
of Operation for the Next Twelve Months**





2-Track
Limited is a London-based company formed in October 2002 and became the
wholly-owned subsidiary of 2-Track on November 30, 2004. 2-Track’s plan of
operation during 2005 is set forth below.





2-Track’s
budget for fiscal 2005 is predicated on an aggregate cash requirement of $3.47
million of which $1.03 million is expected to be met through operational
revenues, with the balance of $2.44 million expected to be met from financing
activities.




***Page
- 17***





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 2-Track expects to raise $1.5 million during fiscal 2005 from
debt/equity finance activities, and in that circumstance, its expenditure will
be curtailed significantly from the figures outlined in the table
below.





CASH
      ALLOCATION BY ACTIVITY - BUDGET 2005
    US
      Dollars
    GBP(in
      thousands)All
      Payroll
    $1,136.2
    £598.0All
      Administrative Expenses
    $1,185.6
    £624.5Net
      Changes in Working Capital
    $
      122.4
    £
      64.4All
      Capital Expenditures
    $
      694.4
    £365.5All
      Finance Charges
    $
      336.7
    £177.2GROSS
      ANTICIPATED CASH REQUIREMENT
    $3,476.0
    £1,829.5Less
      Gross Margin from Operations
    $1,036.3
    £
      545.4NET
      ANTICIPATED CASH FROM FINANCING
    $2,439.8
    £1,284.1





Technical
Roll-Out





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





Condor
FMS  -  GPRS
version    May/June
2005


Starfish
VMS  -  LEO
satellite    Aug/Sept
2005


PRISMS  - Working
prototypes from Oct
2005





Business
Development





The
primary business development targets for 2005 will be the development of new
markets for the Condor FMS vehicle fleet management solution and the Starfish
vessel fleet management solution. Condor, which currently sells in the UK and
Africa in a GSM format, will be expended through the addition of a GPRS format
during the summer.




***Page
- 18***





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





The
arrival of the Starfish marks the 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-Ttrack is confident of finding
good support within the distribution and dealership communities once working
models are available to demonstrate.





PRISMS is
expected to be demonstrated in a commercial environment towards the end of the
year with a major carrier partner, although beta versions of some of the key
hardware may be ready for structured trials as early as the summer.





**Results
of Operation**





From
inception until the Exchange Transaction on November 30, 2004, ECPV’s business
involved the exploration of certain mining property to determine if further
development was justified. Consequently, ECPV had not generated any revenues
from inception to the closing of the Exchange Transaction on November 30, 2004.
As a result of the Exchange Transaction, 2-Track (formerly ECPV) is no longer in
the mining business and is now engaged in asset tracking and security
technologies. Consequently, comparisons between operating results of ECPV before
and of 2-Track after November 30, 2004 are of limited value since 2-Track was
engaged in an unrelated business after November 30, 2004.





Operating
Results for the Fiscal Year Ended December 31, 2003 and the 11 Month Period Ended
November 30, 2004





From
inception on March 12, 2002 through November 30, 2004, 2-Track did not generate
any revenues. For the 11 month period ended November 30, 2004, 2-Track incurred
operating expenses of $10,021 compared to $15,835 of operating expenses incurred
for the year ended December 31, 2003. These expenses related to the preliminary
exploration of an optioned mining property.





Due to a
one time write-off of $50,000 of accounts payable, 2-Track recorded a $39,979
net profit for the 11 month period ended November 30, 2004. 2-Track recorded a
net loss of $15,835 for the year ended December 31, 2003.





Operating
Results for the Fiscal Year Ended December 31, 2004 .





On
December 1, 2004, 2-Track commenced operating its new business in the asset
tracking and security technology field and ceased all mining related activities.
For the 31 day period ended December 31, 2004, 2-Track generated $106 of revenue
and incurred $615 of cost of sales resulting in an operating loss of $509.
Revenues and expenses generated after November 30, 2004 relate to 2-Track’s new
business of asset tracking and security. For the year ended December 31, 2004,
2-Track incurred $35,990 of operating expenses  which related to its new
business and benefited from a one-time write-off of $50,000 in accounts payable
resulting in a net profit, after taxes, of $11,952 for the year ended December
31, 2004.




***Page
- 19***





**Capital
Financing**





Subsequent
to the Exchange Transaction, 2-Track entered into an agreement with The
Hartsmoor Consultancy Limited (“Hartsmoor”), a UK-based investment banking
boutique, whereby Hartsmoor agreed to use its reasonable efforts to raise up to
$6,500,000 in equity and/or debt capital on behalf of 2-Track over a 270 day
period. As of December 31, 2004 , Hartsmoor
had delivered no funds pursuant to this agreement.








**Liquidity
and Capital Resources**





Although
2-Track has incurred operating losses during the last two fiscal years, it had
retained earnings of $115,480 as of the end of fiscal year 2004. At December 31,
2004, 2-Track had cash  and funds in trust of $229,970 and net working
capital of $88,074. 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.





During
fiscal year 2004 2-Track’s President and Chief Executive Officer advanced
$50,000 to 2-Track for working capital. This amount was forgiven on November 30,
2004.





2-Track
will require a minimum of $1.5 million in additional working capital during the
current year to fund its basic business development and growth although
management hopes to achieve a higher figure based on its price per share
valuations. It is 2-Track’s intention to pursue several possible funding
opportunities including the sale of additional securities or the incurring of
debt. In parallel with the Hartsmoor Agreement, it is 2-Track’s intention to
pursue other equity and debt-based funding strategies through the issue of new
ordinary stock and/or long-term borrowing commensurate with a responsible level
of gearing





Due to
the 2-Track’s limited cash flow, operating losses and limited assets, it is
unlikely that 2-Track could obtain financing through commercial or banking
sources. Consequently, 2-Track is dependent on continuous cash infusions from
its major stockholders or other outside sources such as Hartsmoor in order to
fund its current operations. If these investors were unwilling or unable to
provide necessary working capital to 2-Track, 2-Track would probably not be able
to sustain its operations. There is no written agreement or contractual
obligation other than the Hartsmoor agreement, which would require 2-Track’s
investors to fund Company operations up to a certain amount or indeed continue
to finance 2-Track’s operations at all.




***Page
- 20***





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. From inception to November 30, 2004, 2-Track’s former President
had paid substantially all of 2-Track’s expenses since establishing its business
in March 2002. Although 2-Track believes that these 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 2-Track's financial conditions and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require managers 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. 2-Track uses authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments. Actual results could differ from those estimates. 2-Track
believes that the following critical accounting policies affect its more
significant judgments and estimates in the preparation of its consolidated
financial statements.





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 (USGAAP) and include the accounts of its wholly-owned
subsidiary United Kingdom Corporation, 2-Track Limited, acquired on November 30,
2004. 2-Track Global, Inc. includes in consolidation only the subsidiary’s
revenue and expenses subsequent to the date that control was obtained on
November 30, 2004 (ARB-51, PARA 11).





Use of
estimates





The
preparation of financial statements in conformity with USGAAP 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





Cash and
cash equivalents consist of cash on deposit and highly liquid short-term
interest bearing securities with a maturity at the date of purchase of three
months or less.




***Page
- 21***





Income
Taxes





Provisions
for income taxes are based on taxes payable or refundable for the current year
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 statement 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 FASB
Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rate
are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.





Earnings
per share





2-Track
adopted Statement of Financial Accounting Standards No. 128 that requires the
reporting of both basic and diluted earnings per share. Basic earnings per share
is computed by dividing net income available to common shareowners by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution that could occur if securities
or other contacts to issue common stock were exercised or converted into common
stock. In accordance with FASB 128, any anti-dilutive effects on net loss per
share are excluded.





Disclosure
about fair value of financial instruments





2-Track
has financial instruments held for trading purposes. 2-Track estimates that the
fair value of all financial instruments at December 31, 2004 as defined in FASB
107, does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet. 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.





Concentration
of credit risk





Financial
instruments that potentially subject 2-Track to a significant concentration of
credit risk consist primarily of cash and cash equivalents which are not
collateralized. 2-Track limits its exposure to credit loss by placing its cash
and cash equivalents with high credit quality financial
institutions.





Long-lived
assets





Statement
of Financial Accounting Standards No. 121, “Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset in question may not
be recoverable. This standard did not have a material effect on 2-Track’s
results of operations, cash flows or financial position in these financial
statements.




***Page
- 22***





Foreign
currency translation





The
accounts of 2-Track are translated into US Dollars on the following
basis:





·
    Monetary
      assets and liabilities are translated at the current rate of
      exchange.




·
    The
      weighted average exchange rate for the period is used to translate
      revenue, expenses, and gains or losses from the functional currency to the
      reporting currency.




·
    The
      gain or loss on translation is reported as a separate component of
      stockholders’ equity and not recognized in net income. Gains or losses on
      remeasurement are recognized in current net
income.




·
    Gains
      or losses from foreign currency transactions are recognized in current net
      income.




·
    Fixed
      assets are measured at historical exchange rates that existed at the time
      of the transaction.




·
    Depreciation
      is measured at historical exchange rates that existed at the time the
      underlying related asset was acquired.




·
    An
      analysis of the changes in the cumulative translation adjustment as
      disclosed as part of stockholders’ equity.







Stock-based
Compensation





SFAS No.
123, “Accounting for stock-based compensation” permits the use of either a “fair
value based method” or the “intrinsic value method” defined in Accounting
Principles Board Opinion 25, “Accounting for stock issued to employees” (APB 25)
to account for stock-based compensation arrangements.





Companies
that elect to use the method provided in APB25 are required to disclose pro
forma net income and pro forma earnings per share information that would have
resulted from the use of the fair value based methods. 2-Track has elected to
continue to determine the value of stock-based compensation arrangements with
employees under the provisions of APB 25. No pro forma disclosures have been
included with the accompanying financial statements as there was no pro forma
effect to 2-Track’s net loss or net loss per share.





Fixed
assets





2-Track
depreciates its furniture, fixture and equipment using the straight-line basis
at the rate of 33.3% per annum.




***Page
- 23***





Intangible
assets





Intangible
assets represent costs incurred related to computer software development.
application stage costs for two separate product developments. These costs will
be amortized on a straight-line basis over a three year period, commencing on
completion of each product - expected March 2005 and October 2005
respectively.





Recently
Issued Accounting Pronouncements





In April
2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative
Instruments and Hedging Activities” SFAS No. 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS Statement No. 133, “Accounting for Derivative Instruments and Hedging
Activities.” The clarification provisions of this statement require that
contracts with comparable characteristics be accounted for similarly. This
statement is effective for any new derivative instruments 2-Track may enter into
after June 30, 2003. Implementation of this statement is not anticipated to have
a significant impact on our financial position or results of
operations.





In May
2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity” SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope, which possesses certain characteristics, and was previously classified as
equity, as a liability (or an asset in some circumstances). The provisions of
this statement are effective at the beginning of the first interim period
beginning after June 15, 2003. The implementation of the provisions of SFAS No.
150 did not have a material impact on 2-Track’s financial position or results of
operations.








***Page
- 24***





**ITEM
7****FINANCIAL
STATEMENTS**











INDEX TO
FINANCIAL STATEMENTS





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Consolidated
Balance Sheet





Consolidated
Statement of Income





Consolidated
Statement of Retained Earnings (Deficit)





Consolidated
Statement of Cash Flows





Consolidated
Statement of Stockholders’ Equity





Notes to
Financial Statements


















***Page
- 25***





**MOEN
      AND COMPANY**
      CHARTERED
      ACCOUNTANTS**Member:**
      Canadian
      Institute of Chartered Accountants
      Institute
      of Chartered Accountants of British Columbia
      Institute
      of Management Accountants (USA) (From 1965)
      
      **Registered
      with:**
      Public
      Company Accounting Oversight Board (USA) (PCAOB)
      Canadian
      Public Accountability Board (CPAB)
      Canada
      - British Columbia Public Practice Licence
    **Securities
      Commission Building**
      **PO
      Box 10129, Pacific Centre**
      **Suite
      1400 - 701 West Georgia Street**
      **Vancouver,
      British Columbia**
      **Canada
      V7Y 1C6**
      
      **Telephone:
      (604) 662-8899**
      **Fax:
      (604) 662-8809**
      **Email:
      moenca@telus.net**








**Report of Independent Registered Public Accounting
Firm**


****


**AS
RESTATED**





To the
Shareholders and Directors of


2-Track
Global, Inc. (formerly named ECP Ventures, Inc.)


(A Nevada
Corporation)





We have
audited the consolidated balance sheets of 2-Track Global, Inc. (formerly named
ECP Ventures, Inc.) (A Nevada Corporation) as of December 31, 2004 and December
31, 2003, and the related consolidated statements of income, retained earnings,
stockholders’ equity and cash flows for the year s then
ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, based on our audits, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
2-Track Global, Inc. (formerly named ECP Ventures, Inc.) (A Nevada Corporation)
as of December 31, 2004 and December 31, 2003, and the results of its operations
and its cash flows for the year s then
ended in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, conditions exist which raise substantial doubt about he
Company’s ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management’s plans in regard to these maters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





** ***“Moen
and Company”***


Vancouver,
British Columbia, Canada


April 14,
2005





Chartered
Accountants








***Page
- 26***










**2-TRACK
      GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
      **(A
      Nevada Corporation)**
      **Consolidated Balance Sheet**
      **December
      31, 2004**
      **(Expressed
      In U.S. Dollars)**
      **(With
      Comparative Figures at December 31, 2003)**
      **AS
      RESTATED**
  **ASSETS**
    
    
    2004
    
    
    2003**Current
      Assets**Cash
    
    $
    31,405
    
    $
    208,802Funds
      in Trust
    
    
    198,565Value
      added tax recoverable
    
    
    10,134Accounts
      receivable
    
    
    1,053
    
    
    -Prepaid
      expense
    
    
    --
    
    
    1,346TOTAL
      CURRENT ASSETS
    
    
    241,157
    
    
    210,148**Fixed
      assets (Note 8)**
    
    
    522
    
    
    -**Intangible
      assets (Note 9)**
    
    217,835
    
    
    -TOTAL
      ASSETS
    $
    459,514
    
    $
    210,148**LIABILITIES
      AND STOCKHOLDERS' EQUITY****Current
      Liabilities**Accounts
      payable and accrued
    
    $
    108,091
    
    $
    1,562income
      tax payable
    
    
    44,068Loan
      payable to related party (Note 4)
    
    924
    
    
    50,000TOTAL
      CURRENT LIABILITIES
    
    153,083
    
    
    51,562**Stockholders'
      Equity**Capital
      StockIssued
      and outstanding: 30,000,000 common shares at par value of $0.0001 per
      sharepar
      value
    
    
    30,000
    
    
    3,000Additional
      paid in capital
    
    165,482
    
    
    198,000195,482
    
    
    201,000Retained
      earnings (Deficit)
    
    
    115,480
    
    
    (42,414
    )Cumulative
      currency translation adjustments
    
    (4,531
    )
    
    -TOTAL
      STOCKHOLDERS' EQUITY
    
    
    306,431
    
    
    158,586TOTAL
      CURRENT LIABILITIES AND STOCKHOLDERS' EQUITY$
    
    
    459,514
    
    $
    210,148









See.
Accompanying Notes and Independent Auditors' Report













***Page
- 27***








**2-TRACK
      GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
      **(A
      Nevada Corporation)**
      **Consolidated Statement of Income**
      **For
      Year Ended December 31, 2004**
      **(Expressed
      In U.S. Dollars)**
      **(With
      Comparative Figures for Year Ended December 31, 2003)**
      **AS
      RESTATED**2004
    
    2003**Sales**
    
    $
    106
    
    $
    -**Cost
      of Sales**
    
    
    615
    
    
    -**Gross
      Profit**
    
    
    (509
    )
    
    -**Debt
      extinguished**
    
    
    50,000
    
    
    -49,491
    
    
    -**Expenses**Administrative
      expenses
    
    $
    35,990
    
    $
    10,085Exploration
      costs
    
    
    --
    
    
    5,750Depreciation
    
    
    2
    
    
    -TOTAL
      EXPENSES
    
    
    35,992
    
    
    15,835**Profit
      (Loss) Before Income Taxes**
    
    
    13,499
    
    
    (15,835
    )**Income
      Taxes**
    
    
    1,547
    
    
    -**Net
      Profit (Loss) for the Year**
    
    $
    11,952
    
    $
    (15,835
    )











See. Accompanying Notes and Independent Auditors'
Report










***Page
- 28***





**2-TRACK
      GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
      **(A
      Nevada Corporation)**
      **Consolidated Statement of Retained Earnings
      (Deficit)**
      **For
      Year Ended December 31, 2004**
      **(Expressed
      In U.S. Dollars)**
      **(With
      Comparative Figures for Year Ended December 31, 2003)**
      **AS
      RESTATED**2004
    
    2003**Balance,
      beginning of year**
    
    $
    --
    
    $
    (26,579
    )**Balance
      on the date of acquisition**
    
    
    103,528**Net
      Profit (Loss) for the year**
    
    
    11,952
    
    
    (15,835
    )**Balance,
      end of year (Deficit)**
    
    $
    115,480
    
    $
    (42,414
    )





See. Accompanying Notes and Independent Auditors'
Report







***Page
- 29***





**2-TRACK
      GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
      **(A
      Nevada Corporation)**
      **Consolidated Statement of Cash
      Flows**
      **For
      Year Ended December 31, 2004**
      **(Expressed
      In U.S. Dollars)**
      **(With
      Comparative Figures for Year Ended December 31,
2003)**
      ******AS
      RESTATED**2004
    
    2003**Cash
      Provided by (Used for)****Operating
      Activities**Net
      profit (loss) for the year
    
    $
    11,952
    
    $
    (15,835
    )Items
      not requiring use of cash:Depreciation
    
    
    2Debt
      extinguished
    
    
    (50,000
    )Cumulative
      currency translation adjustment
    
    
    (1,863
    )Changes
      in non-cash working capital itemsFunds
      in trust
    
    
    (198,565
    )Accounts
      receivable
    
    
    2,794Prepaid
      expense
    
    
    1,346
    
    
    (1,246
    )Accounts
      payable
    
    
    (21,151
    )
    
    562Cash
      provided by (used for) operating activities
    
    
    (255,485
    )
    
    (16,519
    )**Investing
      Activities**Cash
      used for investing purposes**Financing
      Activities**Capital
      stock subscribed
    
    
    --
    
    
    200,000Cash
      provided by financing activities
    
    
    
    
    
    200,000**Cash
      increase (decrease) during the year**
    
    
    (255,485
    )
    
    183,481**Cash,
      balance of subsidiary at date of acquisition**
    
    
    78,088**Cash,
      Beginning of period**
    
    
    208,802
    
    
    25,321**Cash,
      End of year**
    
    $
    31,405
    
    $
    208,802







See. Accompanying Notes and Independent Auditors'
Report





***Page
- 30***





**2-TRACK
      GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
      **(A
      Nevada Corporation)**
      **Consolidated Statement of Stockholders'
      Equity**
      **For
      the Period From Date of Inception on March 12, 2002 to December 31,
      2004**
      **(Expressed
      In U.S. Dollars)**
      ******AS
      RESTATED**Cumulative
    TotalPrice
    Number
      of
    
    Additional
    Total
    Retained
    Currency
    Share-Per
    Common
    par
    Paid-in
    Capital
    Earnings
    Translation
    holders'Share
    Shares
    Value
    Capital
    Stock
    (Deficit)
    Adjustments
    EquityMarch
      12, 2002Issuance
      of shares for cash
    $0.001
    1,000,000
    1,000
    --
    1,000
    
    
    1,000Net
      loss for the period from date of inceptionon
      March 12, 2002 to December 31, 2002
    
    
    
    
    (26,579)
    
    (26,579)Balance,
      December 31, 2002
    
    1,000,000
    1,000
    --
    1,000
    (26,579)
    
    (25,579)July
      30, 2003Issuance
      of shares for cash
    $0.10
    2,000,000
    2,000
    198,000
    200,000
    
    
    200,000Net
      loss for twelve months ended December 31, 2003
    
    
    
    
    (15,835)
    
    (15,835)Balance,
      December 31, 2003
    
    3,000,000
    3,000
    198,000
    201,000
    (42,414)
    
    158,586Retained
      earnings adjusted on acquisition
    
    
    
    
    145,942
    
    145,942Net
      profit for one month ended December 31, 2004
    
    
    
    11,952
    (2,668)
    9,284November
      30, 2004Issuance
      of shares for subsidiary
    
    4,500,000
    4,500
    (4,500)Opening
      cumulative currency translationadjustment
      at date of acquisition of subsidiary
    
    
    
    
    (1,863)
    (1,863)Balance,
      December 31, 2004
    
    7,500,000
    7,500
    193,500
    201,000
    115,480
    (4,531)
    311,949Adjustment
      to paid up capital for Forward split 4:1
    
    22,500
    (28,018)
    (5,518)
    
    
    (5,518)30,000,000
    30,000
    165,482
    195,482
    115,480
    (4,531)
    306,431





See. Accompanying Notes and Independent Auditors'
Report










***Page
- 31***
 
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes to Consolidated Financial
Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
  **AS
RESTATED**










**Note
1.**  **ORGANIZATION
AND NATURE OF BUSINESS**





2-Track
Global, Inc. (“the Company”) was incorporated on March 12, 2002, as ECP
Ventures, Inc. (the date of inception was on that date) under the Company Act of
the State of Nevada, U.S.A., to pursue the business of mineral exploration. The
Company changed its name to 2-Track Global, Inc. on December 1, 2004 concurrent
with the acquisition of the wholly-owned subsidiary United Kingdom Corporation,
2-Track Limited and changed the nature of its business to logistics-oriented
technology including vessel and vehicle fleet management solutions, and a
proprietary positional real-time integrity and status monitoring
system s for
containers and other remote assets.





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 assume that the Company will realize its assets and discharge its
liabilities in the normal course of business. The Company has incurred losses
since inception and might not have sufficient working capital for the next
twelve months. These factors create 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.





**Note
2.**  **SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**





**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 (USGAAP) and include the accounts of its wholly-owned
subsidiary United Kingdom Corporation, 2-Track Limited, acquired on November 30,
2004. 2-Track Global, Inc. includes in consolidation only the subsidiary’s
revenue and expenses subsequent to the date that control was obtained on
November 30, 2004 (ARB-51, PARA 11).




***Page
- 32***
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
 ****
 **AS
RESTATED**









**Exploration
stage company**





2-Track
Global, Inc. was an exploration stage company and concurrent with the
acquisition of the subsidiary company, on November 30, 2004 changed the nature
of its business to high technology formerly carried on by the
subsidiary.





**Use
of estimates**





The
preparation of financial statements in conformity with USGAAP 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**





Cash and
cash equivalents consist of cash on deposit and highly liquid short-term
interest bearing securities with a maturity at the date of purchase of three
months or less.





**Income
Taxes**





Provisions
for income taxes are based on taxes payable or refundable for the current year
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 statement 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 FASB
Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rate
are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.





**Compensated
absences**





Employees
of the corporation are entitled to paid vacations, sick days and other time off
depending on job classification, length of service and other factors. It is
impractical to estimate the amount of compensation for future absences, and
accordingly, no liability has been recorded in the accompanying financial
statements. The corporation’s policy is to recognize the costs of compensated
absences when paid to employees.




***Page
- 33***
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
  **AS
RESTATED**









**Earnings
per share**





The
Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income available to common
shareowners by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution that could
occur if securities or other contacts to issue common stock were exercised or
converted into common stock. In accordance with FASB 128, any anti-dilutive
effects on net loss per share are excluded.





**Disclosure
about fair value of financial instruments**





The
Company has financial instruments held for trading purposes. The Company
estimates that the fair value of all financial instruments at December 31, 2004
as defined in FASB 107, does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying balance sheet.
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.





**Concentration
of credit risk**





Financial
instruments that potentially subject the Company to a significant concentration
of credit risk consist primarily of cash and cash equivalents which are not
collateralized. The Company limits its exposure to credit loss by placing its
cash and cash equivalents with high credit quality financial
institutions.





**Long-lived
assets**





Statement
of Financial Accounting Standards No. 121, “Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset in question may not
be recoverable. This standard did not have a material effect on the Company’s
results of operations, cash flows or financial position in these financial
statements.








***Page
- 34***
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
 
 **AS
RESTATED**









**Foreign
currency translation**





The
accounts of the Company are translated into US Dollars on the following
basis:





·
    Monetary
      assets and liabilities are translated at the current rate of
      exchange.


·
    The
      weighted average exchange rate for the period is used to translate
      revenue, expenses, and gains or losses from the functional currency to the
      reporting currency.


·
    The
      gain or loss on translation is reported as a separate component of
      stockholders’ equity and not recognized in net income. Gains or losses on
      remeasurement are recognized in current net
income.


·
    Gains
      or losses from foreign currency transactions are recognized in current net
      income.


·
    Fixed
      assets are measured at historical exchange rates that existed at the time
      of the transaction.


·
    Depreciation
      is measured at historical exchange rates that existed at the time the
      underlying related asset was acquired.


·
    An
      analysis of the changes in the cumulative translation adjustment as
      disclosed as part of stockholders’ equity.





**Stock-based
Compensation**





In
December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based
Compensation - Transition and Disclosure, amending FASB No. 123, and “Accounting
for Stock-Based Compensation”. This statement amends Statement No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation. SFAS No. 148 amends APB Opinion No. 28 “Interim Financial
Reporting” to require disclosure about those effects in interim financial
information. The Company adopts the disclosure provisions and the amendment to
APB No. 28 effective for interim periods beginning after December 15,
2002.





**Fixed
assets**





The
Company depreciates its furniture, fixture and equipment using the straight-line
basis at the rate of 33.3% per annum.




***Page
- 35***
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
 
 **AS
RESTATED**









**Intangible
assets**





Intangible
assets represent costs incurred related to computer software development.
application stage costs for two separate product developments. These costs will
be amortized on a straight-line basis over a three year period, commencing on
completion of each product - expected March 2005 and October 2005, respectively.





**Mineral
property acquisition costs and deferred exploration
expenditures**





As of
November 30, 2004, the Company discontinued any involvement in the business of
mineral exploration.








**Note
3. OPTION AGREEMENT ON MINING PROPERTY**





As at
April 8, 2002 and as amended on August 1, 2003 and August 3, 2004, the Company
signed an option agreement with Larry R.W. Sostad. This agreement is terminated
as of November 30, 2004





**Note
4. RELATED PARTY TRANSACTIONS**





The
amount of loan payable of $50,000 was due to a related party, LCC Ventures
Corporation, controlled by Mr. Peng Chen, former President and Director of the
Company. Mr. Peng Chen agreed to forego payment of this loan and agreed to a
debt extinguishment.





There is
a net amount of $924 payable to Directors of the subsidiary.





**Note
5. INCOME TAXES**





United
States





There is
a loss of $2,435 carried forward that may be applied towards future
profits.





There are
no current or deferred tax expenses for the years ended December 31, 2004 and
2003, due to the Company's loss position. The Company has fully reserved for any
benefits of these losses. The deferred tax consequences of temporary differences
in reporting items for financial statement and income tax purposes are
recognized, as appropriate. Realization of the future tax benefits related to
the deferred tax assets is dependent on many factors, including the Company's
ability to generate taxable income within the net operating loss carryforward
period. Management has considered these factors in reaching its conclusion as to
the valuation allowance for financial reporting purposes. The income tax effect
of temporary differences comprising the deferred tax assets and deferred tax
liabilities on the accompanying consolidated balance sheets is a result of the
following:





***Page
- 36***
 
 ****
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
 
 **AS
RESTATED**


















A
reconciliation between the statutory federal income tax rate and the effective
income  rate of
income tax expense for the years ended December 31, 2004 and 2003 is as  follows:










United
Kingdom





2-Track
Limited has a liability for United Kingdom income taxes of $44,068 (£23,000)
which is included as a current liability in accounts payable at December 31,
2004 in this consolidated financial statement.





**Note
6. PENSION AND EMPLOYMENT LIABILITIES**





The
Company does not have liabilities as at December 31, 2004, for pension,
post-employment benefits or post-retirement benefits. ECP does not have a
pension plan.








***Page
- 37***


****


**2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**


**(A
Nevada Corporation)**


**Notes
to Consolidated Financial Statements**


**December
31, 2004**


**(Expressed
In U.S. Dollars**




**AS
RESTATED**







**Note
7. FINANCIAL INSTRUMENTS**





The
Company’s financial instruments consist of cash, accounts receivable and
accounts payable. It is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments. The fair value of these financial statements approximates their
carrying values.





**Note
8. FIXED ASSETS**





The
Company depreciates its furniture, fixture and equipment using the straight-line
basis at the rate of 33.3% per annum. The cost and accumulated depreciation are
as follows:





Cost
    
    $
    896Accumulated Depreciation
    
    
    374Balance, December 31, 2004
    
    $
    522








**Note
9. INTANGIBLE ASSETS**





The
wholly-owned subsidiary company, 2-Track Limited has incurred costs that total
$217,835 to December 31, 2004 for computer software development - Application
Stage Costs for two separate product developments. These costs will be amortized
on a straight-line basis over a three year period, commencing on completion of
cash product - expected March 2005 and October 2005, respectively.








**Note
10. ACQUISITION OF 100% OF SHARES OF 2-TRACK LIMITED, A
UNITED**


**KINGDOM
CORPORATION**





Pursuant
to an agreement dated November 30, 2004. ECP Ventures, Inc. (which subsequently
changed its name to 2-Track Global, Inc., exchanged 4,500,000 shares of its common
shares for 100% of the issued and outstanding shares of 2-Track Limited. 2-Track
Limited has no outstanding options, warrants or any other rights to purchase its
common stock.







***Page
- 38***
 
 ****
 **2-TRACK
GLOBAL, INC. (FORMERLY NAMED ECP VENTURES, INC.)**
 **(A
Nevada Corporation)**
 **Notes
to Consolidated Financial Statements**
 **December
31, 2004**
 **(Expressed
In U.S. Dollars**
  **AS
RESTATED**










The
agreement closed on November 30, 2004, and immediately after the closing,
2-Track Global, Inc. forward split its common stock on the basis of four new for
one old share increasing its common shares outstanding to 30,000,000 common
shares. 2-Track Global, Inc. is not obligated to pay any finders’ agent’s or
broker fees in connection with the acquisition of 2-Track Limited.





On
November 30, 2004, 2 Track Global, Inc. entered into a business combination
whereby it issued 4,500,000 shares in exchange for 100% of the outstanding
voting common stock of 2 Track Limited, an operating company acquired in the
United Kingdom. 2 Track United’s result of operations have been included in the
consolidated financial statements since the date of acquisition. The transaction
resulted in the former shareholders of 2 Track Limited obtaining a controlling
(60%) interest in 2 Track Global, Inc.





2 Track
Global, Inc. was the legal acquirer of the operating company; however, the
operating company was the acquirer for accounting purposes as the former
shareholders of the operating company controlled 60% of the consolidated entity
after the business combination.





The
following table presents the allocation of the acquisition cost to the assets
acquired and liabilities assumed based on their fair values, at November 30,
2004:





Cash
      and cash equivalents
    $
    78,088Accounts
      receivable
    
    16,686Fixed
      assets
    
    524Intangible
      assets
    
    217,835Total
      Assets Acquired
    
    313,133Accounts
      payable and accrued
    
    165,356Net
      Assets Acquired
    $
    147,777





A forward
split of the stock of 2 Track Global, Inc. on the basis of 4:1 resulted in the
outstanding common shares being increased to 30,000,000 common shares of which
60% or 18,000,000 are owned by the former stockholders of 2 Track
Limited.









***Page
- 39***





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





None





**ITEM
8A.****CONTROLS
AND PROCEDURES**





2-Track
carried out an evaluation, under the supervision and with the participation of
2-Track’s management, including 2-Track’s President and Chief Executive Officer
along with 2-Track’s Chief Financial Officer, of the effectiveness of the design
and operation of 2-Track’s disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14 as of the end of the period covered by this report.
Based upon that evaluation, 2-Track’s President and Chief Executive Officer
along with 2-Track’s Chief Financial Officer concluded that 2-Track’s disclosure
controls and procedures are effective to ensure the information required to be
disclosed by 2-Track in reports filed or submitted under the Exchange Act were
timely recorded, processed and will in the future be reported within the time
periods specified in the Securities and Exchange Commission rules and
forms.





As a
result of a merger transaction consummated on November 30, 2004, 2-Track now has
a new President and Chief Executive Officer and a new Chief Financial Officer.
Other than these changes, there have been no significant changes in 2-Track’s
internal controls over financing reporting or in other factors which occurred
during the last quarter covered by this report, which could materially affect or
are reasonably likely to materially affect 2-Track’s internal controls over
financing reporting.





**ITEM
8B.****OTHER
INFORMATION**





As
previously reported on Form 8-K dated November 30, 2004, 2-Track consummated a
Exchange Transaction whereby it issued 4,500,000 (pre-split) shares of its
restricted common stock in exchange for all of the outstanding shares of 2-Track
Limited. The 4,500,000 shares issued by 2-Track in this transaction (18,000,000
post-split shares) represent 60% of the total shares of 2-Track’s common stock
currently outstanding. As a result of the Exchange Transaction, 2-Track Limited
is now a wholly-owned subsidiary of 2-Track and the business of 2-Track Limited
is now the primary business of 2-Track.





On
December 1, 2004, 2-Track filed certificates with the Nevada Secretary of State
in order to change its name from ECP Ventures, Inc. to 2-Track Global, Inc. and
to consummate a 4-for-1 forward stock split of 2-Track’s outstanding common
stock. Both of these changes were made effective as of December 1,
2004.





On
January 27, 2005, Ted Oldham resigned as a Director of 2-Track and on January
27, 2005, Mr. Jae M. Hyun was appointed as a director of
2-Track.





***Page
- 40***





**PART III**








**ITEM
9.****DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL****PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE****ACT**





In
addition, as a result of the Exchange Transaction, on November 30, 2004
Mr. Chen Peng resigned as a director and president of 2-Track and
Mr. James W. McLeod resigned as a director and
secretary/treasurer of 2-Track.





Mr. Woo
Sun Mike Jung and Mr. Jimmy Millard were appointed on November 30, 2004 to
replace Mr. Peng and Mr. McLeod on 2-Track’s Board of Directors. In addition,
the Board appointed Woo Sun Mike Jung as the new chief executive officer and
president, Jimmy Millard as the new chief financial officer and Jin Young Shin
as the new corporate secretary.








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 NutraStar**
    **Director
      Since**Woo
      Sun Mike Jung
    
    CEO,
      Chairman and President
    11/30/04Jimmy
      Millard
    
    Chief
      Financial Officer and Director
    11/30/04Ted
      Oldham
    
    Director
    11/22/04








Woo
Sun Mike Jung became a
director and president on November 30, 2004. He is a Korean national and is
currently 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.





Jimmy
Millard became a
director and chief financial officer on November 30, 2004. He is a senior
commercial manager with significant blue-chip and small company experience at
reporting-to-board level, with a successful track record of strategic and
financial planning and implementation in a broad range of sectors - including
energy, manufacturing/engineering, transport, media/internet, IT and
architecture/construction. Mr. Millard has been a director of 2-Track
Limited since December 2003.





Ted
Oldham became a
director on November 22, 2004 and resigned his position as a director on January
27, 2005. He is the president of the Hartsmoor Consultancy Company which
operates as the marketing arm of a number of leading tax consultants and venture
capitalists. Mr. Oldham has many years of experience in the financial services
industry. He previously worked for Hambros Life Assurance (1974 to 1978). He was
a partner of Edwin James & Partners (1978 to 1990) and J. Rothchild’s
Assurance (JRA) (1990 to 1996).




***Page
- 41***





There
were no disagreements between 2-Track and the two resigning directors, Mr. Peng
and Mr. McLeod.





The
current Directors will serve and hold office until the next annual shareholders'
meeting or until their respective successors have been duly elected and
qualified. 2-Track’s 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 or executive officer.





**Board
Meetings and Committees**





The Board
of Directors of 2-Track held one meeting and acted by written consent on four
occasions during the fiscal year ended January 31, 2004. The Board does not
currently have an Audit, Executive or Compensation Committee.





**Section
16(a) Beneficial Ownership Reporting Compliance**





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires 2-Track's
executive officers and directors, and persons who own more than 10% of 2-Track's
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 2-Track with copies of all Section 16(a) forms they file. Based solely
upon its review of copies of such forms received by it, or on written
representations from certain reporting persons that no other filings were
required for such persons, 2-Track believes that, during the fiscal year ended
December 31, 2004, its executive officers and directors and 10% stockholders
complied with all applicable Section 16(a) filing requirements, except as
follows: A Form 3 and Form 4 for each of Mike Jung and Jimmy Millard were
delinquent when filed with the SEC on December 29, 2004. A Form 3 for Ted Oldham
was delinquent when filed with the SEC on April 14, 2005.





2-Track
has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief
Financial Officer. 2-Track will provide by mail to any person without charge,
upon request, a copy of such code of ethics if 2-Track receives the request by
e-mail at *“www.2-TrackGlobal.com* ” or in
writing by mail to:





2-Track
Global, Inc.


35 Argo
House


Kilburn
Park Road


London,
UK NW6 5LF


Attn:
Corporate Secretary





***Page
- 42***


****


**ITEM
10.****EXECUTIVE
COMPENSATION**





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





SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
    
    Long
      Term CompensationAwards
    
    PayoutFiscal
      Year
    Salary
    Bonus
      ($)
    Other
      Annual Compensation ($)
    
    Restricted
      Stock Award(s) ($)
    Securities
      Underlying
      Options
      (#)
    
    LTIP
      Payout ($)
    All
      Other
      Compensation
      ($)Mike
      Jung(1)
      (CEO)
    2004
      (11/30/04
      to 12/31/04)
    $9,600
    -0-
    
    -0-
    -0-
    
    -0-
    -0-
    -0-Chen
      Peng(2)
      (CEO)
    2004
    $-0-
    -0-
    
    -0-
    -0-
    
    -0-
    -0-
    -0-2003
    $-0-
    -0-
    
    -0-
    -0-
    
    -0-
    -0-
    -0-2002
    $-0-
    -0-
    
    -0-
    -0-
    
    -0-
    -0-
    -0-





_____________________________________________________


(1) Mr. Jung
became CEO of 2-Track on November 30, 2004





(2) Mr.
Peng  was CEO
from inception of ECPV until his resignation on November 30, 2004.








$9,600
(£45,000) was paid to Mr. Jung by 2-Track during the year 2004. Prior to
becoming an officer of 2-Track, Mr. Jung was also paid $33,000 (£18,000) as
compensation by 2-Track Limited (a wholly owned subsidiary) for consultancy
services during 2004.





**Employment
Agreements**





2-Track
anticipates entering into employment agreements with both its CEO, Mike Jung and
its CFO, Jimmy Millard. The employment agreements will provide generally for a
term of two years, will be terminable for cause or upon a change of control of
2-Track and will provide for base annual salaries of US $90,000 for both Mr.
Jung and Mr. Millard.




***Page
- 43***





**Incentive
and Stock Option Plans**





2-Track
had no long-term compensation plans or stock incentive plans at December 31,
2004.





**Employee
Pension, Profit Sharing or Other Retirement Plans**





2-Track
does not have a defined benefit pension plan or profit sharing or other
retirement plan.





**Compensation
of Directors**





2-Track’s
directors do not receive any additional compensation for their services as
members of the Board of Directors.





2-Track
intends to appoint additional directors in the future who may or may not be
employees. For the non-employee directors, 2-Track may seek shareholder approval
for a “Director Option Plan” which would serve as the compensation plan for such
directors. No specific plan had been developed as of the end of the fiscal year
2004.





**Limitation
of Liability and Indemnification Matters**





2-Track's
Articles of Incorporation provide that it will indemnify its 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 was 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 2-Track 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 2-Track 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 2-Track 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 2-Track's 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.





***Page
- 44***





Insofar
as indemnification for liabilities arising under the Securities Act of 1993 (the
"Securities Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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
11.****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, 2004 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.





**Name
      and Address of Beneficial Owner**
    **Position**
    **Number
      of Shares Beneficially Owned**
    **Percent****Officers
      and Directors**Mike
      Jung
      35
      Argo House
      Kilburn
      Park Road
      London,
      UK NW6 5LF
    President
      and CEO
    9,360,000
    31.2%Jimmy
      Millard
      35
      Argo House
      Kilburn
      Park Road
      London,
      UK NW6 5LF
    CFO
    720,000
    2.4%Ted
      Oldham
      Church
      House
      Salihull
      Road
      Solihull,
      UK B92 0EX
    Director
    1,000,000
    3.3%All
      officers and directors as a group (3 individuals)
    
    11,080,000
    36.9%**Shareholders
      owning 5% or more**Jin
      Young Shin
      35
      Argo House
      Kilburn
      Park Road
      London,
      UK NW6 5LF
    Secretary
    2,160,000
    7.2%


****


****


***Page
- 45***


****


****


**Equity
Compensation Plan Information**





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
    N/AEquity
      compensation plans not approved by security holders
    N/ATotal
    N/A








**Changes
of Control of Company**





As a
result of the Exchange Transaction described above, a change in control of
2-Track occurred as of November 30, 2004. As a result of the Exchange
Transaction, 2-Track issued a total of 4,500,000 (pre-split) shares of its
common stock to the nine stockholders of 2-Track Limited in proportion to their
percentage interest in 2-Track Limited. Although only two of the former
shareholders of 2-Track Limited now own more than five percent of 2-Track’s
outstanding common stock, the total number of shares issued pursuant to the
Exchange Transaction represents approximately 60% of the currently outstanding
shares of 2-Track’s common stock.





In
addition, as a result of the Exchange Transaction, two of the three previous
directors resigned and were replaced by two new directors. Both of the new
directors, Woo Sun Mike Jung and Jimmy Millard were former stockholders of
2-Track Limited.





There
were no arrangements between 2-Track or the new officers and directors which may
result in a future change in control of 2-Track.





**ITEM
12.****CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION**





Mr. Mike
Jung, Mr. Jimmy Millard and Mr. Jin Young Shin were directors and stockholders
of 2-Track Limited and received 2,340,000, 180,000 and 720,000 (pre-split)
shares of 2-Track’s common stock respectively, which was issued in the Exchange
Transaction. However, prior to the Reorganization transaction, neither Mr. Jung,
Mr. Millard nor Mr. Shin had any affiliation with 2-Track.





Commensurate
with the Exchange Transaction, LCC Ventures Corporation (a company controlled by
the former President of 2-Track, Mr. Chen Peng) forgave a $50,000 loan owed to
it by 2-Track.





**ITEM
13.****EXHIBITS******





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)  Option
Agreement between Larry R.W. Sastad and ECP Ventures, Inc.


Exhibit
23.1  Consent
of Moen and Company


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 Commission on May 27, 2002








**ITEM
14.****PRINCIPAL
ACCOUNTANT FEES AND SERVICES**





During
2-Track’s fiscal years ended December 31, 2003 and December 31, 2004, 2-Track
was billed the following aggregate fees by Moen and Company (“Moen”).





Audit
Fees .





The
aggregate fees billed by Moen to 2-Track for professional services rendered for
the audit of 2-Track’s financial statements for the fiscal year, for reviews of
the financial statements included in 2-Track’s Forms 10-QSB for the fiscal year,
and for services provided by Moen in connection with statutory or regulatory
filings for the fiscal year, were $3,324 for the fiscal year ended 2003 and
$12,500 for the fiscal year ended 2004.





***Page
- 46***





All
Other Fees .





No Fees
were billed by Moen for products or services rendered for fiscal years 2003 or
2004, relating to Audit-Related Fees, Tax Fees or other accounting
fees.





All of
the services performed by Moen during 2004 were pre-approved by 2-Track’s Board
of Directors, which concluded that the provision of the non-audit services
described above are compatible with maintaining the accountant’s
independence.





**Pre-Approved
Policies and Procedures**





Prior to
retaining Moen to provide services in any fiscal year, the Board of Directors
first reviews and approves Moen’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 Moen
for services outside the scope of the fee proposal and engagement
letter.








***Page
- 47***


****


**SIGNATURES**








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





2-TRACK
GLOBAL, INC..








Date:
April 14, 2005      By:  /s/
Woosun Jung


Woosun
Jung


President
and Chief Executive Officer





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 Jun
      Woosun Jung
    Chairman of the Board and
      President
    April 14, 2005/s/ Jimmy Millard
      Jimmy Millard
    Director and
      Chief Financial Officer
      (Principal Financial and Accounting
    Officer)
    April 14, 2005________________________
      Jae
      M. Hyuan
    Director
    ___________,
2005











***Page
- 48***








**MOEN
      AND COMPANY**
      CHARTERED
      ACCOUNTANTS**Member:**
      Canadian
      Institute of Chartered Accountants
      Institute
      of Chartered Accountants of British Columbia
      Institute
      of Management Accountants (USA) (From 1965)
      
      **Registered
      with:**
      Public
      Company Accounting Oversight Board (USA) (PCAOB)
      Canadian
      Public Accountability Board (CPAB)
      Canada
      - British Columbia Public Practice Licence
    **Securities
      Commission Building**
      **PO
      Box 10129, Pacific Centre**
      **Suite
      1400 - 701 West Georgia Street**
      **Vancouver,
      British Columbia**
      **Canada
      V7Y 1C6**
      **Telephone:
      (604) 662-8899**
      **Fax:
      (604) 662-8809**
      **Email:
      moenca@telus.net**











April 14,
2005











**CONSENT OF INDEPENDENT AUDITORS**





We
consent to the reference to our firm under the caption “Experts” and to the use
of our report dated April 14, 2005 on the audited financial statements as at
December 31, 2004, which appear in the Form 10-KSB of 2-Track Global,
Inc.











Yours
very truly,


**MOEN
AND COMPANY,**


Chartered
Accountants





*“Moen
and Company”*


*(“Signed”)*


________________________


Moen and
Company

























***Page
- 49***





**CERTIFICATION FOR ANNUAL REPORTS ON FORM
10-KSB**





I, Woosun
Jung, certify that:





1.  I have
reviewed this annual report on Form 10-KSB of 2-Track Global, Inc.
(“Registrant”);





2  Based on
my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;





3.  Based on
my knowledge, the financial statements, and other financial information included
in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this annual report;





4.  The
Registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:





a)  designed
such disclosure controls and procedures to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this annual report is being prepared;





b)  evaluated
the effectiveness of the Registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and





c)  presented
in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation
Date;





5.  The
Registrant's other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
function):





a)  all
significant deficiencies in the design or operation of internal controls which
could adversely affect the Registrant's ability to record, process, summarize
and report financial data and have identified for the Registrant's auditors any
material weaknesses in internal controls; and





b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant's internal controls; and





6.  The
Registrant's other certifying officer and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.





Date:
April 14, 2005








/s/ Woosun
Jung


Woosun
Jung, President and Chief Executive


Officer













***Page
- 50***





**CERTIFICATION
FOR ANNUAL REPORTS ON FORM 10-KSB**





I, Jimmy
Millard, certify that:





1.  I have
reviewed this annual report on Form 10-KSB of 2-Track Global, Inc.
(“Registrant”);





2.  Based on
my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;





3.  Based on
my knowledge, the financial statements, and other financial information included
in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this annual report;





4.  The
Registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Registrant and we have:





a)  designed
such disclosure controls and procedures to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this annual report is being prepared;





b)  evaluated
the effectiveness of the Registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and





c)  presented
in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation
Date;





5.  The
Registrant's other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
function):





a)  all
significant deficiencies in the design or operation of internal controls which
could adversely affect the Registrant's ability to record, process, summarize
and report financial data and have identified for the Registrant's auditors any
material weaknesses in internal controls; and





b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant's internal controls; and





6.  The
Registrant's other certifying officer and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.





Date:
April 14, 2005








/s/
Jimmy Millard


Jimmy
Millard, Chief Financial Officer













***Page
- 51***





CERTIFICATION





PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


(SUBSECTIONS
(a) AND (b) OF SECTION 1350, CHAPTER 63 OF


TITLE 18,
UNITED STATES CODE)








Pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
section 1350, chapter 63 of Title 18, United States Code), each of the
undersigned officers of 2-Track Global, Inc., a Nevada corporation (the
"Company”), does hereby certify with respect to the Annual Report of 2-Track on
Form 10-KSB for the year ended December 31, 2004 as filed with the Securities
and Exchange Commission (the "10-KSB Report") that:





(1)  the
10-KSB Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and





(2)  the
information contained in the 10-KSB Report fairly presents, in all material
respects, the financial condition and results of operations of
2-Track.





Dated:  April 14,
2005    2-Track
Global, Inc.








/s/
Woosun Jung


Woosun
Jung


President
and Chief Executive Officer








/s/
Jimmy Millard


Jimmy
Millard


Chief
Financial Officer










***Page
- 52***