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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-K



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

THE SECURITIES EXCHANGE ACT OF 1934










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



2-TRACK GLOBAL, INC.



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



Principal Executive Offices:

1270 Broadway, #208

New York, New York 10001

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



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



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



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



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



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



|Yes |  ̈ |  | No | x
|--- | - |  | -- | -



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



|Yes |  ̈ |  | No | x
|--- | - |  | -- | -



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



|Yes |  ̈ |  | No | x
|--- | - |  | -- | -



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).



|Yes |  ̈ |  | No | x
|--- | - |  | -- | -



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



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



 ̈Large accelerated filer

 ̈Accelerated Filer

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

xSmaller reporting company



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



|Yes |  ̈ |  | No | x
|--- | - |  | -- | -



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



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



Documents Incorporated by Reference



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











TABLE OF CONTENTS



|           |          |                                                                                                | Page of
|---------- | -------- | ---------------------------------------------------------------------------------------------- | -------
|           |          |                                                                                                | Report 
|           |          |                                                                                                |        
|PART I     |          |                                                                                                | 1      
|           | ITEM 1.  | DESCRIPTION OF BUSINESS                                                                        | 1      
|           | ITEM 1A  | RISK FACTORS                                                                                   | 6      
|           | ITEM 2.  | DESCRIPTION OF PROPERTY                                                                        | 8      
|           | ITEM 3.  | LEGAL PROCEEDINGS                                                                              | 8      
|           |          |                                                                                                |        
|PART II    |          |                                                                                                | 8      
|           | ITEM 5.  | MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS                       | 8      
|           | ITEM 6.  | SELECTED FINANCIAL DATA                                                                        | N/A    
|           | ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION                                  | 10     
|           | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                     | N/A    
|           | ITEM 8.  | FINANCIAL STATEMENTS                                                                           | 14     
|           | ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.          | 15     
|           | ITEM 9A. | (T) CONTROLS AND PROCEDURES                                                                    | 15     
|           | ITEM 9B. | OTHER INFORMATION                                                                              | 16     
|           |          |                                                                                                |        
|PART III   |          |                                                                                                | 17     
|           | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 17     
|           | ITEM 11. | EXECUTIVE COMPENSATION                                                                         | 18     
|           | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 23     
|           | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTION                                                  | 25     
|           | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         | 25     
|           |          |                                                                                                |        
|PART IV    |          |                                                                                                | 26     
|           | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 26     
|           |          |                                                                                                |        
|SIGNATURES | 27      











PART I



| | ITEM 1. | DESCRIPTION OF BUSINESS
| | ------- | -----------------------



General



2-Track Global, Inc. (referred to as “2-Track,”
the “Company” or “we” or “our”) is a Nevada corporation which was originally incorporated in
the state of Nevada on March 12, 2002. During the 2008 fiscal year we carried on our business through our wholly-owned subsidiary
2-Track Limited, a British corporation (“2-Track Limited”). 2-Track Limited was a UK-based company which was formed
and started doing business in October 2002. 2-Track Limited’s business focus was on technologies for the tracking, monitoring
and security of remote assets from any point in the world, whether static (such as pipelines or wells) or mobile (such as vehicles,
vessels and containers).



On February 17, 2009 we filed to liquidate
2-Track Limited and moved the business operations of 2-Track Limited over to 2-Track USA, Inc., a New York corporation (“2-Track
USA”) which has been a wholly-owned subsidiary of the Company since January, 2007. 2-Track USA will carry on the existing
business of the Company.



Business



Our business plan focuses on four specific
telematics business segments including radio frequency identification devices (RFID) - 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. We are using both conventional as well as latest technology to meet customer
requirements utilizing RFID namely Active RFID, Dual Frequency RFID, and Passive RFID for Fire Exit personnel accountability systems
and Building access as well as asset management systems.



Technology Based Solutions



Vehicle Fleet Management – CONDOR
FMS



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



In September 2006 we also launched our
own General Packet Radio System (GPRS) version which will extend its tracking applications to worldwide customers. This application
was available for sale during 2009.



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



1







|· | Real-time tracking | · | Reporting          
|- | ------------------ | - | -------------------
|· | Navigation         | · | Control            
|· | Communication      | · | Safety and Security
|· | Information        |   |                    



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. We do not intend to allocate
significant resources to the overcrowded British market but 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), has been appointed in Lagos, Nigeria and to date has sold 6 copies of the Condor
FMS software which are in operation. This represents worldwide sales of the Condor FMS software. Following successful launch with
ALC (Abuja Leasing Company), we now have Bayelsa Government, Cross River Government, and Skye Bank as our clients in Nigeria. We
launched our own hardware in the first quarter of 2007 and since then our units have been sold all around the world. We have also
launched demonstration internet based solutions to many potential customers in the USA however no sales were recorded in the US
during 2009. In January 2008, we launched our own ASP services to support the Condor FMS. During 2009 we also added new hardware
to support the Condor FMS.



Pursuant to an agreement with Rockson Engineering
Company of Nigeria we have supplied and installed 150 units of our Vehicle Tracking (iTrac), personal tracking and monitoring products.
Under the terms of the agreement we supplied both software and hardware to Rockson that would enable them to monitor their vehicles,
personnel and machinery in real time. Rockson did not sell any iTrac products and their agreement was terminated in December 2008.



In 2009 we pursued a commercial partnership
with prospects in the Middle East with emphasis on the GCC States and India. We had appointed Autotrack India Ltd as distributor
in India and South East Asia. Despite heavy capital and other resource commitments, Autotrack filed for bankruptcy and our partnership
did not produce viable sales in that market.



Personal Tracking Systems



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



2







mTrac was launched in the first quarter
of 2007. Through the end of 2009 we sold 25 units to various customers around the world including orders from Intels (Nigeria)
Ltd. for the sale, installation and maintenance of 2-Track’s personal and vehicle tracking devices.



Commercial Marine Fleet Management



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



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



Although PRISMS has been approved by Korean
Patent Agency as an IP Patent No. WO 2005/048481), 2-Track is not pursuing this market due to the global economic slowdown and
lack of interest in this space.



RFID Solutions



Active RFID



With its capability, we considered developing
a real time asset tracking system. Many businesses have high value assets kept in the office and venerable to theft. Our hardware,
with simple installation and network capability, would allow clients to monitor and track assets 24/7. While 2-Track maintains
expertise in this field, during 2009it determined not to actively pursuing direct RFID sales. Instead, 2-Track is using RFID as
an add-on to vehicle tracking systems and had installed one pilot system during 2009.



2-Track has also considered developing
two variants of the RFID, Passive RFID and Dual Frequency RFID, however 2-Track did not pursue any development of these two applications
during 2009.



3







Mobile Video Solutions



iView



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



Marketing



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



The 2-Track FMS system was awarded its
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, and ASEAN - some of the world’s fastest growing
freight forwarding/road haulage industries with huge potential for satellite based systems.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



To more effectively address our U.S. marketing
and technology support efforts in January 2007, we formed 2-Track USA which is a wholly-owned subsidiary of the Company in the
state of New York. In March, 2007 2-Track USA participated in the CeBIT Exhibition in Hanover, Germany. The CeBIT Exhibition is
one of the biggest IT fairs in Europe at which 2-Track presented its CONDOR product line in conjunction with the Cheng Holin Technology
Corporation. Upon the liquidation of 2-Track Limited in early 2009, our primary business operations are now conducted through 2-Track
USA.



Customers



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





Significant marketing and R&D expense
was invested into the US banking customer base, specifically Lehman Brothers. Lehman was expected to account for a significant
portion of 2-Track’s sales in 2008 and promising prospects for 2009. However, the bankruptcy of Lehman and the downturn of
the US banking business put significant strain on the Company in 2009 and no sales were made to Lehman in 2008 or 2009. 2-Track
is attempting to refine its strategy to make up for this loss.



4







Competition



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



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



Intellectual Property Rights



We own all the intellectual property for
our 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. We have not got IP patent protection on PRISMS and are waiting for approval from USA, Japan, India, China, and EU and may
pursue this business in the future.



Research and Development Expenditures



During fiscal year 2009, 2-Track spent
approximately $364,032 on product research and development. During fiscal year 2008 2-Track spent approximately $398,199 on product
research and development primarily at its research facility in Seoul, South Korea. Most of the research and development costs were
incurred to develop FMS related products.



Employees



During 2009, we had 9 full-time employees
in Seoul, Korea and 1 part-time employee working at our London office until its closure in February 2009. Our employees are not
subject to a labor contract or collective bargaining agreement.



5







| | ITEM 1A. | RISK FACTORS
| | -------- | ------------



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



The audit report of our independent accounting
firm includes a “going concern” explanation. In the independent accounting firm’s opinion, our limited operating
history and accumulated deficit as of December 31, 2009, raise substantial doubt about our ability to continue as a going concern.



2-Track USA, and before it 2-Track Limited,
are development stage companies and are in the process of fully implementing their business plan and technologies. 2-Track Limited
commenced its business operations as a private limited company in 2002 and has generated only limited revenues (liquidated February
17, 2009). 2-Track USA commenced its business operations in January 2007 and has also generated only limited revenues. As our primary
operating subsidiary, 2-Track USA has only a limited operating history upon which an evaluation of our future performance can be
made. Our future prospects must be considered in light of the risks and difficulties encountered by developing companies which
have not yet established an operating track record.



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



| | · | Our ability to maintain competitive prices which provide desired profit margins and expanding our
product line;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | Our success in further developing our Condor product lines for US and other markets as well as
commercial industry. We also continued seeking to partner with a major car manufacturer to develop and supply OEM telematics solutions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our ability to increase consumer awareness of our products and services;
| | - | ------------------------------------------------------------------------



| | · | Our ability to provide comprehensive solutions which satisfy current and future anti-terrorism
government regulation applicable to national and international commerce.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



6







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



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



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



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



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



7







| | ITEM 2. | DESCRIPTION OF PROPERTY
| | ------- | -----------------------



We maintain our US corporate office
located at 1270 Broadway, #208, New York, New York and 106-E, Main Street, Mattawan, New Jersey. The NY office is subleased from
the current lessor without rental payment and the New Jersey office was subleased from the current lessor for $975 per month starting
February 20, 2009. The New Jersey office was closed in October 2009. Also, 2-Track USA filed an application to open a liaison office
in Korea and obtained permission from the Korean Government on March 21, 2008. The purpose of the liaison office is to have our
own research and development facility in Korea. This liaison office is located at 2nd Floor, Cho Kwang Building, 742-18
Yuk Sam dong, Kang Nam Gu, Seoul, South Korea.



| | ITEM 3. | LEGAL PROCEEDINGS
| | ------- | -----------------



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



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



None.



PART II



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



Our common stock was listed and traded
on the NASDAQ Electronic Bulletin Board (OTCBB) under the symbol “TOTG”. The following chart sets forth the known high
and low closing price for our stock for each quarter during the last two fiscal years. The quotations set forth below reflect inter-dealer
prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. Share prices do not reflect
the 1-for-70 reverse stock split which occurred in October , 2011.



|Year Ended December 31, 2009 |  | Low |        |  | High |  
|---------------------------- |  | --- | ------ |  | ---- | -
|                             |  |     |        |  |      |  
|Fourth Quarter               |  | $   | 0.0022 |  |      | $
|Third Quarter                |  | $   | 0.008  |  |      | $
|Second Quarter               |  | $   | 0.0015 |  |      | $
|First Quarter                |  | $   | 0.0011 |  |      | $



|Year Ended December 31, 2008 |  | Low |       |  | High |  
|---------------------------- |  | --- | ----- |  | ---- | -
|                             |  |     |       |  |      |  
|Fourth Quarter               |  | $   | 0.001 |  |      | $
|Third Quarter                |  |     | 0.015 |  |      |  
|Second Quarter               |  |     | 0.011 |  |      |  
|First Quarter                |  |     | 0.02  |  |      |  



8







As of December 31, 2009, there were approximately
106 holders of record of our Common Stock. This amount does not include shares held in street name.



Dividend Policy



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



Securities Authorized for Issuance under
Equity Compensation Plans



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



The Employee Stock Incentive Plan is a
qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant to the Plan. Awards would be in the
form of incentive stock options or restricted stock awards and will be administered by a compensation committee or, in the absence
of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 1,457 (102,000 pre-split) options were granted
to employees in 2006. No options were granted in 2009.



The Non-Employee Directors and Consultants
Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant
to the Plan. Awards would be in the form of stock options or restricted stock awards and will be administered by a compensation
committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 2,829 (198,000
pre-split) options were granted in 2006 and 7,143 (500,000 pre-split) shares were granted in 2007. No options were granted in 2009.



Of the stock options issued pursuant to
any equity compensation plan. No options were exercised in 2009.



Recent Sales of Unregistered Securities



During the fiscal year ended December 31,
2009, 2-Track did not issue equity securities pursuant to exemption from registration under the Securities Act of 1933 (the “Securities
Act”).



During the fiscal year ended December 31,
2008, 2-Track issued the following equity securities pursuant to exemption from registration under the Securities Act.



On January, 2008, 2-Track issued 39,947
shares of restricted common stock valued at $0.07 per share to a director as compensation bonus. The issuance of stock was made
without any public solicitation to one person and was acquired for investment purposes only. The individual had access to complete
information about 2-Track and was deemed capable of evaluating the merits and risks of acquiring shares in 2-Track. The securities
were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed
to be “restricted securities” as defined in Rule 144 under the 1933 Act and bear a legend stating the restrictions
on resale.



9







| | ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
| | ------- | ---------------------------------------------------------



For more detailed financial information, please refer to the
audited December 31, 2009 Financial Statements included in this Form 10-K.



Caution about forward-looking statements



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



Plan of Operation for the Next Twelve Months



Our plan of operation for 2010 is set forth
below.



Our budget for fiscal 2010 is predicated
on an aggregate cash requirement of $1.4 million of which $700,000 is expected to be met through operational revenues, with the
balance of $700,000 expected to be met from financing activities.



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



As a minimum we expect to raise $2 million
during fiscal 2010 from debt/equity finance activities. If however such expectations are not met then in these circumstances its
expenditure or payments for liabilities will be curtailed significantly from the figures outlined in the table below.



10







|CASH ALLOCATION BY ACTIVITY - BUDGET 2010 |  | US Dollars |          
|----------------------------------------- |  | ---------- | ---------
|                                          |  |            |          
|All Payroll                               |  | $          | 740,000  
|                                          |  |            |          
|All Overheads                             |  | $          | 240,000  
|                                          |  |            |          
|Net Changes in Working Capital            |  | $          | 155,000  
|                                          |  |            |          
|All Capital Expenditure                   |  | $          | 150,000  
|                                          |  |            |          
|All Finance Charges                       |  | $          | 120,000  
|                                          |  |            |          
|GROSS ANTICIPATED CASH REQUIREMENT        |  | $          | 1,405,000
|                                          |  |            |          
|Less Gross Margin from Operations         |  | $          | 1,500    
|                                          |  |            |          
|NET ANTICIPATED CASH REQUIREMENT          |  | $          | 1,403,500



Technical Roll-Out



Barring unexpected occurrences, management
anticipates the following schedule of roll-outs for its family of products during 2010:



|Condor FMS   - |  | Updated ASP services     | Mar 2010
|-------------- |  | ------------------------ | --------
|Condor FMS   - |  | New Budget hardware      | Mar 2010
|Condor FMS   - |  | New Premium hardware     | Apr 2010
|Condor FMS -   |  | 2nd Gen Personal Tracker | Jun 2010



Business Development



The primary business development targets
for 2010 will be the continued expansion of distributor networks and OEM partners for the Condor FMS vehicle fleet management solution,
and the iTrac personal tracking system. Condor, which currently sells in the UK and Africa in a GPRS format, will release latest
hardware with or without antenna in early part of 2010.

Territorially there will be a strong emphasis
on developing emerging markets in Africa, the Middle East, and India markets characterized by a strong security need and poor wireless
network infrastructure or political risk.



Due to uncertainty in both the leisure
and commercial marine security markets we have decided not to pursue the Starfish and PRISMS technologies at this time.



11







Results of Operations



Operating Results for the Fiscal Year
Ended December 31, 2008 and 2009.



Fiscal year 2009 as used in this section
refers to the 12 month period ended December 31, 2009.



Consolidated revenues for fiscal year 2009
were $346,530 compared to revenues of $703,990 for the year ended December 31, 2008. This 50% decrease in sales was due primarily
to reduced sales to new customers in Nigeria and India.



Cost of sales decreased from $453,420 in
2008 to $122,998 in 2009 due primarily to significantly reduced sales. Despite reduced sales we experienced higher gross margins
such that gross profit only decreased by 11% to $223,532 for 2009 compared to $250,570 in 2008.



Operating expenses decreased from $969,393
in 2008 to $910,940 in 2009.

Operating Expenses included the following:



| | o | Selling, General and Administrative expenses decreased by $52,000 for fiscal year 2009 as compared
to the same period a year earlier mainly due to a decrease in selling expenses resulting from significantly reduced sales.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 2-Track incurred research and development expenses of $364,032 for fiscal year 2009 for software
and enhancements related to Condor FMS, Starfish and PRISMSTM
products. Research and development expenses were $398,199 in 2008.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 2-Track incurred a one time expense for impairment of intangible assets of $31,480 in 2009.
| | - | -------------------------------------------------------------------------------------------



We had a net loss of $695,408 for fiscal
year 2009, or $0.01 per share, compared to a net loss of $270,707 for 2008, or $0.00 per share. The significant increase in net
loss compared to 2008 was primarily due to a $455,805 gain from forgiveness of debt by the chief executive officer during 2008.



No provision was made for income taxes
for the years ended December 31, 2009 and 2008.



Liquidity and Capital Resources



2-Track has incurred operating losses during
the last two fiscal years which has resulted in an accumulated deficit of $5,209,863 as of the end of fiscal year 2009. At December
31, 2009, we had cash of $213 and a negative net working capital of $2,773,922. Since the inception of its business in March 2002,
2-Track has been dependent on borrowed or invested funds in order to finance its ongoing operations.



Capital Financing



During 2009 we did not raise any outside
capital from either loans to or capital investments in 2-Track.



12











As of December 31, 2009 our principal commitments
include a lease for one year at $975 per month for our branch office in New Jersey and $2,000 per month for our liaison office
in Korea.



We anticipate requiring a minimum of $1.4
million in additional working capital during the current year to fund our business development and growth although management hopes
to achieve a higher figure based on our price per share valuations. It is our intention to pursue equity and debt-based funding
strategies through the issue of additional stock and/or long-term borrowing commensurate with a responsible level of debt service
commitments.



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



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



Critical Accounting Policies



The discussion and analysis of our financial
conditions and results of operations are based upon our consolidated financial statements, which have been prepared in accordance
with generally accepted accounting principles in the United States. The preparation of financial statements requires 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. We use authoritative pronouncements, historical experience
and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the
critical accounting policies set forth in Note 2 to the consolidated financial statements affect our more significant judgments
and estimates in the preparation of our consolidated financial statements.



13







| | ITEM 8. | FINANCIAL STATEMENTS
| | ------- | --------------------



INDEX TO FINANCIAL STATEMENTS



|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                 |  | F-1       
|------------------------------------------------------------------------------------------------------- |  | ----------
|                                                                                                        |  |           
|Consolidated Balance Sheets as of December 31, 2009 and 2008                                            |  | F-2       
|                                                                                                        |  |           
|Consolidated Statements of Operations for the fiscal years ending December 31, 2009 and 2008            |  | F-3       
|                                                                                                        |  |           
|Consolidated Statements of Cash Flows for the fiscal years ending December 31, 2009 and 2008            |  | F-5       
|                                                                                                        |  |           
|Consolidated Statements of Stockholders’ Deficit for the fiscal years ending December 31, 2009 and 2008 |  | F-4       
|                                                                                                        |  |           
|Notes to Consolidated Financial Statements                                                              |  | F-6 - F-13



14







Michael T. Studer CPA PC



18 East Sunrise Highway, Suite 311

Freeport, NY 11520

Phone: (516) 378-1000

Fax: (516) 546-6220

Email: mts@studercpapc.com



Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Stockholders of

2-Track Global, Inc.



I have audited the accompanying consolidated
balance sheets of 2-Track Global, Inc. and subsidiaries (the Company) as of December 31, 2009 and 2008 and the related consolidated
statements of operations, stockholders' deficiency, and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my
audits.



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



In my opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial position of 2-Track Global, Inc. and subsidiaries as
of December 31, 2009 and 2008 and the results of their operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.



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



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



Freeport, New York

May 17, 2012



F-1







2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in US Dollars)



|                                                                                                                                            |  | December 31, 2009 |            |   | December 31, 2008 |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                                      |  |                   |            |   |                   |  
|                                                                                                                                            |  |                   |            |   |                   |  
|Current Assets                                                                                                                              |  |                   |            |   |                   |  
|Cash and cash equivalents                                                                                                                   |  | $                 | 213        |   |                   | $
|Accounts receivable                                                                                                                         |  |                   | 7,648      |   |                   |  
|Inventories                                                                                                                                 |  |                   | 35,050     |   |                   |  
|Prepaid expenses                                                                                                                            |  |                   | 1,872      |   |                   |  
|Total Current Assets                                                                                                                        |  |                   | 44,783     |   |                   |  
|                                                                                                                                            |  |                   |            |   |                   |  
|Security deposits                                                                                                                           |  |                   | 19,242     |   |                   |  
|Property and equipment, net of accumulated depreciation                                                                                     |  |                   | 11,592     |   |                   |  
|Intangible Assets, net of accumulated amortization                                                                                          |  |                   | -          |   |                   |  
|Total Assets                                                                                                                                |  | $                 | 75,617     |   |                   | $
|                                                                                                                                            |  |                   |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                                                    |  |                   |            |   |                   |  
|                                                                                                                                            |  |                   |            |   |                   |  
|Current Liabilities                                                                                                                         |  |                   |            |   |                   |  
|Accounts payable and accrued expenses payable                                                                                               |  | $                 | 1,569,833  |   |                   | $
|Amounts due to related parties and former directors                                                                                         |  |                   | 1,071,739  |   |                   |  
|Loans payable                                                                                                                               |  |                   | 177,133    |   |                   |  
|Total Current Liabilities                                                                                                                   |  |                   | 2,818,705  |   |                   |  
|                                                                                                                                            |  |                   |            |   |                   |  
|Stockholders' Deficiency                                                                                                                    |  |                   |            |   |                   |  
|Common stock, par value $0.001 per share; authorized 75,000,000 shares, issued and and outstanding 802,541 and 808,247 shares, respectively |  |                   | 803        |   |                   |  
|Additional paid-in capital                                                                                                                  |  |                   | 2,443,455  |   |                   |  
|Accumulated deficit                                                                                                                         |  |                   | (5,209,863 | ) |                   |  
|Accumulated other comprehensive income                                                                                                      |  |                   | 22,517     |   |                   |  
|Total Stockholders' Deficiency                                                                                                              |  |                   | (2,743,088 | ) |                   |  
|Total Liabilities & Stockholders' Deficiency                                                                                                |  | $                 | 75,617     |   |                   | $



See notes to consolidated financial statements



F-2







2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Expressed in US Dollars)



|                                                                                              |  | Year Ended December 31, |         
|--------------------------------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                                              |  | 2009                    |         
|                                                                                              |  |                         |         
|Net sales                                                                                     |  | $                       | 346,530 
|Cost of sales                                                                                 |  |                         | 122,998 
|Gross profit                                                                                  |  |                         | 223,532 
|                                                                                              |  |                         |         
|Operating expenses:                                                                           |  |                         |         
|Selling, general and administrative                                                           |  |                         | 506,976 
|Research and development                                                                      |  |                         | 364,032 
|Depreciation of property and equipment                                                        |  |                         | 4,276   
|Amortization of intangible assets                                                             |  |                         | 4,176   
|Impairment of intangible assets                                                               |  |                         | 31,480  
|Total operating expenses                                                                      |  |                         | 910,940 
|Loss from operations                                                                          |  |                         | (687,408
|Other income (expenses)                                                                       |  |                         |         
|Interest income                                                                               |  |                         | -       
|Gain from forgiveness of debt by chief executive officer                                      |  |                         | -       
|Interest expense                                                                              |  |                         | (8,000  
|Loss before income taxes                                                                      |  |                         | (695,408
|Income taxes                                                                                  |  |                         | -       
|Net loss                                                                                      |  | $                       | (695,408
|                                                                                              |  |                         |         
|Net loss per share - basic and diluted                                                        |  | $                       | (0.87   
|                                                                                              |  |                         |         
|Weighted average number of common shares used to compute net loss per share-basic and diluted |  |                         | 802,541 
|                                                                                              |  |                         |         
|Comprehensive Income (Loss)                                                                   |  |                         |         
|Net Loss                                                                                      |  | $                       | (695,408
|Foreign currency translation adjustment                                                       |  |                         | (34,532 
|Comprehensive Income (Loss)                                                                   |  | $                       | (729,940



See notes to consolidated financial statements

F-3







2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders'
Deficiency

For the Years Ended December 31, 2008
and 2009

(Expressed in US Dollars)



|                                                                    |  | Common Stock Shares(1) |         |   | Common Stock Par Value |   |     | Additional Paid-in Capital |  |   | Accumulated Deficit |   |  | Accumulated Other Comprehensive Income (Loss) |            |   | Total Stockholders' Deficiency |  
|------------------------------------------------------------------- |  | ---------------------- | ------- | - | ---------------------- | - | --- | -------------------------- |  | - | ------------------- | - |  | --------------------------------------------- | ---------- | - | ------------------------------ | -
|Balance, December 31, 2007                                          |  |                        | 804,819 |   |                        | $ | 805 |                            |  | $ | 2,426,727           |   |  | $                                             | (4,243,748 | ) |                                | $
|Issuance of common stock in satisfaction of liabilities             |  |                        | 2,857   |   |                        |   | 3   |                            |  |   | 2,997               |   |  |                                               | -          |   |                                |  
|Issuance of common stock for services                               |  |                        | 571     |   |                        |   | -   |                            |  |   | 2,796               |   |  |                                               | -          |   |                                |  
|Stock options expense                                               |  |                        | -       |   |                        |   | -   |                            |  |   | 8,466               |   |  |                                               | -          |   |                                |  
|Net loss                                                            |  |                        | -       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | (270,707   | ) |                                |  
|Foreign currency translation adjustment                             |  |                        | -       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | -          |   |                                |  
|Balance, December 31, 2008                                          |  |                        | 808,247 |   |                        |   | 808 |                            |  |   | 2,440,986           |   |  |                                               | (4,514,455 | ) |                                |  
|Reversal of issuance of common stock in satisfaction of liabilities |  |                        | (5,714  | ) |                        |   | (5  | )                          |  |   | (5,995              | ) |  |                                               | -          |   |                                |  
|Adjustment                                                          |  |                        | 8       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | -          |   |                                |  
|Stock options expense                                               |  |                        | -       |   |                        |   | -   |                            |  |   | 8,464               |   |  |                                               | -          |   |                                |  
|Net loss                                                            |  |                        | -       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | (695,408   | ) |                                |  
|Foreign currency translation adjustment                             |  |                        | -       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | -          |   |                                |  
|Balance, December 31, 2009                                          |  |                        | 802,541 |   |                        | $ | 803 |                            |  | $ | 2,443,455           |   |  | $                                             | (5,209,863 | ) |                                | $



(1)Retroactively adjusted to reflect the
October 14, 2011 1-for-70 reverse stock split.



See notes to consolidated financial statements



F-4









2-TRACK GLOBAL INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Expressed in US Dollars)



|                                                                            |  | Year Ended December 31, |         
|--------------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                            |  | 2009                    |         
|Cash Flows from Operating Activities:                                       |  |                         |         
|                                                                            |  |                         |         
|Net loss                                                                    |  | $                       | (695,408
|                                                                            |  |                         |         
|Adjustments to reconcile net loss to net cash  used in operating activities |  |                         |         
|Depreciation of property and equipment                                      |  |                         | 4,276   
|Amortization of intangible assets                                           |  |                         | 4,176   
|Impairment of intangible assets                                             |  |                         | 31,480  
|Gain from forgiveness of debt by chief executive officer                    |  |                         | -       
|Foreign currency translation adjustment                                     |  |                         | (34,532 
|Stock-based compensation                                                    |  |                         | 8,464   
|Changes in operating assets and liabilities                                 |  |                         |         
|Accounts receivable                                                         |  |                         | 21,737  
|Inventories                                                                 |  |                         | 50,650  
|Prepaid expenses                                                            |  |                         | (1,872  
|Security deposits                                                           |  |                         | (19,242 
|Accounts payable and accrued expenses payable                               |  |                         | 109,346 
|Cash used in operating activities                                           |  |                         | (520,925
|                                                                            |  |                         |         
|Cash Flows from Investing Activities:                                       |  |                         |         
|                                                                            |  |                         |         
|Property and equipment additions                                            |  |                         | (5,158  
|Intangible assets additions                                                 |  |                         | (7,633  
|Cash used in investing activities                                           |  |                         | (12,791 
|                                                                            |  |                         |         
|Cash Flows from Financing Activities:                                       |  |                         |         
|                                                                            |  |                         |         
|Proceeds from loans payable                                                 |  |                         | 45,633  
|Increase in amounts due to related parties and former directors             |  |                         | 485,396 
|Cash provided by financing activities                                       |  |                         | 531,029 
|Decrease in cash and cash equivalents                                       |  |                         | (2,687  
|                                                                            |  |                         |         
|Cash and cash equivalents, beginning of year                                |  |                         | 2,900   
|Cash and cash equivalents, end of year                                      |  | $                       | 213     
|                                                                            |  |                         |         
|Supplemental disclosures of cash flow information                           |  |                         |         
|Interest paid                                                               |  | $                       | -       
|Income taxes paid                                                           |  | $                       | -       







F-5







2-TRACK GLOBAL, INC.
AND SUBSIDIARIES

Notes to Consolidated
Financial Statements

December 31, 2009



Note 1.  ORGANIZATION AND BUSINESS OPERATIONS



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



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



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



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



Going Concern



These financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which
assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has
incurred losses of $5,209,863 since inception and has a working capital deficiency of $2,773,922 as at December 31, 2009. These
factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially
different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern.
Management is in the process of identifying sources for additional financing to fund the ongoing development of the Company's business.



Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Principles of Consolidation



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



Basis of Presentation



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



F-6







Use of Estimates



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



Cash and Cash Equivalents



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



Inventories



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



Property and Equipment



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



Intangible assets



Intangible assets are stated at cost less
accumulated amortization and impairment. To December 31, 2009, the intangible assets were amortized using the straight-line method
over the assets’ estimated economic lives of 10 years.



Long-lived Assets



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



Revenue Recognition



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



F-7







Research and Development



Research and development costs are expensed
as incurred.



Income Taxes



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



Basic and Diluted Net Loss Per Share



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



Disclosure about Fair Value of Financial
Instruments



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



Comprehensive Income



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



Foreign Currency Translation



The functional currency of TOTG and TTNY
is the United States dollar. The functional currency of Limited is the United Kingdom pound sterling ("GBP"). The reporting
currency of the Company is the United States dollar. Limited assets and liabilities are translated into United States dollars at
year-end exchange rates ($1.6170 and $ 1.4854 at December 31, 2009 and 2008, respectively). Limited revenues and expenses are translated
into United States dollars at weighted average exchange rates for the period ($ 1.7507 for the year ended December 31, 2008). Resulting
translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders' equity.



F-8







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



Stock-based Compensation



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



Note 3.  INVENTORIES



Inventories consist of:



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



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



Note 4.  PROPERTY AND EQUIPMENT, NET



Property and equipment, net, consist of:



|                                  |  | December 31, |        
|--------------------------------- |  | ------------ | -------
|                                  |  | 2009         |        
|Furniture, Fixtures and Equipment |  | $            | 38,184 
|Accumulated depreciation          |  |              | (26,592
|Net                               |  | $            | 11,592 



F-9







Note 5.  INTANGIBLE ASSETS, NET



Intangible assets, net, consist of:



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



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



Note 6.  ACCOUNTS PAYABLE AND ACCRUED
EXPENSES PAYABLE



Accounts payable and accrued expenses payable
consist of:



|                                  |  | December 31, |          
|--------------------------------- |  | ------------ | ---------
|                                  |  | 2009         |          
|Vendors and service providers:    |  |              |          
|2-Track Global, Inc.              |  | $            | 82,496   
|2-Track U.S.A., Inc. Korea office |  |              | 370,000  
|2-Track U.S.A., Inc. other        |  |              | 795,616  
|2-Track Limited                   |  |              | 302,447  
|Accrued interest payable          |  |              | 19,274   
|Customer deposits                 |  |              | -        
|Deferred revenue                  |  |              | -        
|Total                             |  | $            | 1,569,833



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



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



Note 7.  AMOUNTS DUE TO RELATED PARTIES
AND FORMER DIRECTORS



Amounts due to related parties and former
directors consist of:



|                                                        |  | December 31, |          
|------------------------------------------------------- |  | ------------ | ---------
|                                                        |  | 2009         |          
|Unpaid compensation:                                    |  |              |          
|Chief executive officer                                 |  | $            | 181,069  
|Consultant and former director                          |  |              | 440,000  
|Former director                                         |  |              | 12,000   
|                                                        |  |              |          
|Advances payable (non-interest bearing, due on demand): |  |              |          
|Chief executive officer                                 |  |              | 251,424  
|Consultant and former director                          |  |              | 1,206    
|Former director                                         |  |              | 5,089    
|Brother of chief executive officer                      |  |              | 180,951  
|Total                                                   |  | $            | 1,071,739



F-10







Total compensation costs accrued to related
parties and former directors (and included in selling, general and administrative expenses) for the years ended December 31, 2009
and 2008 were $256,069 and $240,000, respectively.



Note 8.  LOANS PAYABLE



Loans payable consist of:



|                                                                                                                                                       |  | December 31, |        
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | -------
|                                                                                                                                                       |  | 2009         |        
|Due Octagon Investments, S.A., interest at 5%, due on demand, convertible into shares of common stock at a price of $27.30 ($0.39 pre-split) per share |  | $            | 100,000
|Due investor, interest at 10.7%, due on demand                                                                                                         |  |              | 28,000 
|Advances payable to Company’s technical director, interest at 0%, due on demand                                                                        |  |              | 46,148 
|Advance payable to service provider, interest at 0%, due on demand                                                                                     |  |              | 2,985  
|Total                                                                                                                                                  |  | $            | 177,133



Note 9.  INCOME TAXES



No provision for income taxes was recorded
in the years ended December 31, 2009 and 2008 since TOTG, TTNY and Limited had taxable losses in these periods.



Based on management's assessment, the Company
has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the United
States net operating loss carry forwards as of December 31, 2009 will be realized. Accordingly, the Company has maintained a 100%
allowance against the deferred tax asset in the financial statements at December 31, 2009. The Company will continue to review
this valuation allowance and make adjustments as appropriate. The net operating loss carry forwards expire in varying amounts from
year 2022 to 2029.



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



Note 10.  PENSION AND EMPLOYMENT LIABILITIES



The Company does not have liabilities as
at December 31, 2009 for pension, post-employment benefits or post-retirement benefits. The Company does not have a pension plan.



Note 11.  COMMON STOCK



In January 2006, the Company adopted a
stock incentive plan in order to provide an incentive to eligible employees, consultants, directors and officers of the Company.
The Employee Stock Incentive Plan is a qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant
to the Plan. Awards are in the form of incentive stock options or restricted stock awards and are to be administered by a compensation
committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years.



F-11















The Non-Employee Directors and Consultants
Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 42,858 (3,000,000 pre-split) shares pursuant
to the Plan. Awards are in the form of stock options or restricted stock awards and are to be administered by a compensation committee
or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years.



Stock Options



Stock option transactions under the 2006
plan for the years ended December 31, 2009 and 2008 are summarized as follows:



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



The exercise price of all the 4,286 (300,000
pre-split) outstanding options is $14.70 ($0.21 pre-split) per share, 2,829 (198,000 pre-split) of the options expire March 24,
2011 and the remaining 1,457 (102,000 pre-split) options expire March 24, 2014. The aggregate intrinsic value of the outstanding
options at December 31, 2009 and 2008 is $0 and $0, respectively.



For the years ended December 31, 2009 and
2008, stock options expense charged to operations was $8,464 and $8,466, respectively. At December 31, 2009, the unrecognized compensation
expense was $17,425.



Note 12.   COMMITMENTS AND CONTINGENCIES



Lease Agreements



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



TTNY leases its Korea office under a two
year agreement expiring December 29, 2011. The agreement provides for monthly rent of 1,500,000 South Korea Won ($1,281 at the
December 31, 2009 exchange rate).



Rent expense for the year ended December
31, 2009 was $26,389.



Note 13.   BUSINESS CONCENTRATIONS



One customer (Lehman Brothers) accounted
for 43% of consolidated net sales in the year ended December 31, 2009. Another customer accounted for 34% of consolidated net sales
in the year ended December 31, 2009.



Note 14.   SUBSEQUENT EVENTS



Issuance of Common Stock



On October 11, 2010, the Company issued
71,429 (5,000,000 pre-split) shares of its common stock to Curing Capital Inc. for investor relations services rendered.



F-12







Authorization of Preferred Stock and Reverse
Stock Split



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



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



F-13







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



None.



ITEM 9A.(T) CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



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



As required by SEC Rule 15d-15(b) we carried
out an evaluation, under the supervision and with the participation of management, including our principal executive officer and
principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act 15d-14 as of the end of the year covered by this report. Based upon that evaluation, our principal executive officer
and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to
material information relating to us that is required to be included in our periodic SEC reports and to ensure that information
required to be disclosed in our periodic SEC reports is accumulated and communicated to our management, including our CEO and CFO,
to allow timely decisions regarding required disclosure as a result of any deficiency detected in our internal control over financial
reporting.



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



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



| | (i) | require the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



15







| | (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of 2-Track
Global are being made in accordance with authorizations of management and directors of 2-Track Global;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of 2-Track Global’s assets that could have a material effect on the financial statements.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Management’s assessment of the effectiveness
of 2-Track Global’s internal control over financial reporting as of the year ended December 31, 2009 is that such control
is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations
and any risks or errors in financial reporting under current operations.



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



Changes in Internal Control Over Financial
Reporting.



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



| | ITEM 9B. | OTHER INFORMATION
| | -------- | -----------------



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



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



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



16







PART III



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



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



|Name of Person    |  | Age |  | Position and Office Presently Held With
2-Track                          |  | Director Since
|----------------- |  | --- |  | ------------------------------------------------------------------------ |  | --------------
|                  |  |     |  |                                                                          |  |               
|Woo Sun Mike Jung |  | 42  |  | Chief Executive Officer, Chairman, President and Chief Financial Officer |  | 11/30/04      








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



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



Family Relationships



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



Board Meetings and Actions



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



Corporate Governance



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



17







Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock to
file reports of ownership on Form 3 and changes in ownership on Form 4 with the Securities and Exchange Commission (the "SEC").
Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all Section
16(a) forms they file. Based solely upon our review of copies of such forms received by us, or on written representations from
certain reporting persons that no other filings were required for such persons, we believe that, during the fiscal year ended December
31, 2008, our executive officers and directors and 10% stockholders complied with all applicable Section 16(a) filing requirements.



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



| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



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



SUMMARY COMPENSATION TABLE



|                |  |        |      |  |        |  |         |       |  |  |              |  |  |        |     |  | Non-Equity     |  |     | Nonqualified Deferred |  |  | All Other |  |  |       |    
|--------------- |  | ------ | ---- |  | ------ |  | ------- | ----- |  |  | ------------ |  |  | ------ | --- |  | -------------- |  | --- | --------------------- |  |  | --------- |  |  | ----- | ---
|                |  |        |      |  |        |  |         |       |  |  |              |  |  | Option |     |  | Incentive Plan |  |     | Compensation          |  |  | Compen-   |  |  |       |    
|                |  | Fiscal |      |  | Salary |  |         | Bonus |  |  | Stock Awards |  |  | Awards |     |  | Compensation   |  |     | Earnings              |  |  | sation    |  |  | Total |    
|Name & Position |  | Year   |      |  | ($)    |  |         | ($)   |  |  | ($)          |  |  | ($)    |     |  | ($)            |  |     | ($)                   |  |  | ($)       |  |  | ($)   |    
|Mike Jung       |  |        | 2009 |  |        |  | 151,069 | (1)   |  |  | -0-          |  |  |        | -0- |  |                |  | -0- |                       |  |  | -0-       |  |  |       | -0-
|(CEO)           |  |        |      |  |        |  |         |       |  |  |              |  |  |        |     |  |                |  |     |                       |  |  |           |  |  |       |    
|                |  |        | 2008 |  |        |  | 120,000 | (1)   |  |  | -0-          |  |  |        | -0- |  |                |  | -0- |                       |  |  | -0-       |  |  |       | -0-












| | (1) | Amount was accrued but not paid. .
| | --- | ----------------------------------



Employment Agreements



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



18







Incentive and Stock Option Plans



The 2-Track 2006 Employee Stock Incentive
Plan was adopted by our Board of Directors and approved by our stockholders on January 31, 2006. This Plan will allow us to grant
stock or options as compensation to officers and employees. The Plan is authorized to grant stock or options of up to 42,858 (3,000,000
pre-split) shares. Options to purchase 1,457 (102,000 pre-split) shares of 2-Track common stock were granted under this Plan during
2006. No options were granted during 2009.



OUTSTANDING EQUITY AWARDS AT FISCAL 2009
YEAR-END



|Option Awards(*) |  | Stock Awards(*)                                                    |    
|---------------- |  | ------------------------------------------------------------------ | ---
|Name             |  | Number of Securities Underlying Unexercised Option (#) Exercisable |    
|(a)              |  | (b)                                                                |    
|Mike Jung        |  |                                                                    | 274








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



Employee Pension, Profit Sharing or Other Retirement Plans



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



Objectives and Philosophy of our Executive
Compensation Program



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



| | · | attract, retain and motivate skilled and knowledgeable individuals;
| | - | -------------------------------------------------------------------



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



19







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

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



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



Components of our Executive Compensation
Program



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



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



Base salaries



Base salaries are used to recognize the
experience, skills, knowledge and responsibilities required of our named executive officers. Base salary, and other components
of compensation, may be evaluated by our Board of Directors for adjustment based on an assessment of the individual’s performance
and compensation trends in our industry. In light of the level of the Company’s performance during fiscal year 2009, and
the significant efforts of the Company’s sole executive officer during fiscal year 2009, it was deemed appropriate to increase
the base salary for 2-Track’s President by 25% for 2009.



Equity Awards



Our stock option award program is the primary
vehicle for offering long-term incentives to our executives. Our equity awards to executives have typically been made in the form
of shares or stock options issued from the 2-Track 2006 Employee Stock Incentive Plan. We believe that equity grants in the form
of stock or options provide our executives with a direct link to our long-term performance, create an ownership culture, and align
the interests of our executives and our stockholders. Due to the performance of 2-Track during 2009 no stock or stock options were
granted to any officer of 2-Track during fiscal year 2009.



20







Cash Bonuses



Our Board of Directors has the discretion
to award cash bonuses based on our financial performance and individual objectives. The corporate financial performance measures
(revenues and profits) will be given the greatest weight in this bonus analysis. We have not yet granted any cash bonuses to any
named executive officer nor have we yet developed any specific individual objectives while we wait to attain revenue and profitability
levels sufficient to undertake any such bonuses. No bonuses were granted during fiscal year 2009.



Benefits and Other Compensation



Our named executive officers are permitted to participate in
such health care, disability insurance, retirement and other employee benefit plans as may be in effect with the Company from time
to time to the extent the executive is eligible under the terms of those plans. As of the end of fiscal year 2009, we have not
implemented any such employee benefit plans.



Compensation of Directors



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



Effective January 31, 2006, we adopted
the 2-Track Global, Inc.’s 2006 Non-Employee Directors and Consultants Retainer Stock Incentive Plan. This Plan will allow
us to grant stock or options as compensation to non-employee directors and consultants. The Plan is authorized to grant stock or
options of up to 42,858 (3,000,000 pre-split) shares. Options to purchase 2,829 (198,000 pre-split) shares of 2-Track common stock
were granted under this Plan during 2006. During 2007 Mr. Snortheim was granted 7,143 (500,000 pre-split) shares of common stock
under this Non-Employee Director Plan upon his appointment to the Board of Directors. These shares vested in January, 2008 upon
the first anniversary date from the date of issuance. No shares or options were granted or exercised from this Plan during 2009.







|DIRECTOR COMPENSATION DURING 2009 | 
|--------------------------------- | 
|Name (a)                          | 
|Mike Jung                         | 





21







Objectives and Philosophy of our Director Compensation Program



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



| | · | attract and retain experienced and knowledgeable individuals to serve as directors;
| | - | -----------------------------------------------------------------------------------

| | · | reimburse directors for the time and expenses incurred in serving as a director;
| | - | --------------------------------------------------------------------------------

| | · | allow directors to participate in our longer term asset growth and stock appreciation.
| | - | --------------------------------------------------------------------------------------



Components of our Director Compensation Program



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



Monthly Payment



At the present time we offer a monthly stipend of between $1,000
and $3,000 for services rendered by each non-employee member of the Board. The precise amount is determined by the Board based
on various factors including the level of Board activity, the level of experience and recognition each member brings to the Board,
the length of service of the member and such other factors as deemed relevant to such member’s participation on the Board.
Due to the relatively low level of Board activity during 2009 and the Company’s financial position, the Board determined
not to pay any monthly stipend payment during 2009.



Equity Awards



Our stock and stock option award program is the primary vehicle
for offering long-term compensation to Board members. Our current policy is to grant an initial stock award of 500,000 shares to
each non-employee director upon joining the Board. The shares typically vest over a one-year period. We may grant additional shares
of stock or options to non-employee Board members depending on various factors including the level of Board activity, the level
of experience and recognition each member brings to the Board, the overall performance of the Company, and such other factors as
deemed relevant to such member’s participation on the Board. Due to the low level of Board activity and the Company’s
performance during fiscal year 2009, no additional stocks or stock options were awarded to any non-employee director in 2009.



22







Limitation of Liability and Indemnification
Matters



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



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



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



The following table sets forth the number
of shares of 2-Track’s Common Stock beneficially owned as of December 31, 2009 by, (i) each executive officer and director
of 2-Track; (ii) all executive officers and directors of 2-Track as a group; and (iii) owners of more than 5% of 2-Track’s
Common Stock.



|Title of Class |  | Name and Address of Beneficial Owner |  | Position                    |  | Amount and Nature of Beneficial Ownership |         |     | Percent | 
|-------------- |  | ------------------------------------ |  | --------------------------- |  | ----------------------------------------- | ------- | --- | ------- | 
|               |  |                                      |  |                             |  |                                           |         |     |         | 
|               |  | Officers and Directors               |  |                             |  |                                           |         |     |         | 
|               |  |                                      |  |                             |  |                                           |         |     |         | 
|Common Stock   |  | Mike Jung                            |  | Chairman, President and CFO |  |                                           | 213,172 | (1) |         | 



23







|Title of Class |  | Name and Address of Beneficial Owner                                      |  | Position |  | Amount and Nature of Beneficial Ownership |         |     | Percent | 
|-------------- |  | ------------------------------------------------------------------------- |  | -------- |  | ----------------------------------------- | ------- | --- | ------- | 
|               |  |                                                                           |  |          |  |                                           |         |     |         | 
|               |  | All officers and directors as a group (1 individual)                      |  |          |  |                                           | 213,172 | (1) |         | 
|               |  |                                                                           |  |          |  |                                           |         |     |         | 
|               |  | Shareholders owning 5% or more                                            |  |          |  |                                           |         |     |         | 
|Common Stock   |  | Nolboo & Co. 501 Jinmi Paragon 13 Yeouido-Dong Seoul, South Korea 150-870 |  |          |  |                                           | 178,366 | (2) |         | 










| | (1) | Amount includes 274 (19,125 pre-split) shares issuable under stock options exercisable within 60 days of December 31, 2009. Amount retroactively
adjusted to reflect the October 14, 2011 1-for-70 reverse stock split.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Amount retroactively adjusted to reflect the October 14, 2011 1-for-70 reverse stock split.
| | --- | -------------------------------------------------------------------------------------------



Equity Compensation Plan Information



Information in the table below is as of December 31, 2009.



|Plan Category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(*) |       |  | Weighted-average exercise price of outstanding options, warrants and right (b)(*) |   |       | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column  (a)) (c)(*) | 
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- | ----- |  | --------------------------------------------------------------------------------- | - | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders     |  |                                                                                                    | 4,286 |  |                                                                                   | $ | 14.70 |                                                                                                                                                     | 
|Equity compensation plans not approved by security holders |  |                                                                                                    | N/A   |  |                                                                                   |   | —     |                                                                                                                                                     | 
|Total                                                      |  |                                                                                                    | 4,286 |  |                                                                                   | $ | 14.70 |                                                                                                                                                     | 

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



24







Changes
of Control of Company



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





| | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
| | -------- | ---------------------------------------------



The President of 2-Track made loans to
the Company aggregating $48,122 during 2009 of which $251,424 was outstanding as of December 31, 2009. These loans bear no interest,
are unsecured and due on demand.



| | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | -------- | --------------------------------------



During 2-Track’s fiscal years ended
December 31, 2008 and December 31, 2009, 2-Track was billed the following aggregate fees by Michael T. Studer CPA PC (“Studer”).



Audit Fees.



The aggregate fees billed by Studer to
2-Track for professional services rendered for the audit of 2-Track’s financial statements for the last two fiscal years,
for reviews of the financial statements included in 2-Track’s Forms 10-Q for the fiscal year, and for services provided by

Studer in connection with statutory or
regulatory filings, were $23,000 for the fiscal year 2008 and $22,000 for the fiscal year 2009.



Audit Related Fees



None



Tax Fees



None



All Other Fees.



None



All of the services performed by Studer
during 2009 were pre-approved by 2-Track’s Board of Directors, which concluded that the provision of the non-audit services
described above were compatible with maintaining the accountant’s independence.



Pre-Approved Policies and Procedures



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



25







PART IV



| | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| | -------- | ------------------------------------------





|Exhibit 2.1       | Plan and Agreement of Reorganization, dated November 30, 2004 between ECP Ventures, Inc., 2-Track Limited and certain stockholders of 2-Track Limited.
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.1(1)    | Articles of Incorporation.                                                                                                                            
|Exhibit 3.2       | Certificate of Amendment to Articles of Incorporation.                                                                                                
|Exhibit 3.3(1)    | Bylaws.                                                                                                                                               
|Exhibit 4.1(1)    | Specimen Stock Certificate.                                                                                                                           
|Exhibit 4.2(1)    | Promissory note to LCC Ventures Corp for $50,000.                                                                                                     
|Exhibit 10.1.1    | Termination of Option Agreement with Larry Sastad                                                                                                     
|Exhibit 10.2(2)   | PRISMSTM technology development agreement with ChengHolin Technology dated December 5, 2005                                                            
|Exhibit 10.2.1(2) | Modification of PRISMSTM technology development agreement with ChengHolin Technology dated December 13, 2005                                           
|Exhibit 10.3(2)   | Agreement to develop, manufacture and supply "Starfish" products with Saracom                                                                         
|Exhibit 10.4      | Marketing and distribution agreement with Hansworth ME LLC                                                                                            
|Exhibit 31.1*     | Certification by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|Exhibit 31.2*     | Certification by CFO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|Exhibit 32*       | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                              
|Exhibit 99.1(1)   | Subscription Agreement.                                                                                                                               










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



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



* Included with this Form 10-K



26







SIGNATURES



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



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

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



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



27