|
|

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549












FORM 10-K



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

THE SECURITIES EXCHANGE ACT OF 1934










|For the Fiscal Year Ended |  | Commission File Number
|------------------------- |  | ----------------------
|December  31, 2010        |  | 333-89208             



2-TRACK GLOBAL, INC.



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



Principal Executive Offices:

1270 Broadway, Suite 208

New York, New York 10001

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



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



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



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



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



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

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



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

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



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

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













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



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





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



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



 ̈Large accelerated
filer

 ̈Accelerated Filer

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

x
Smaller reporting company



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

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



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



As of August 29, 2012, the Registrant had outstanding
874,500 shares of common stock.



Documents Incorporated by Reference



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













TABLE OF CONTENTS







|            |                                                                                                  | Page of
|----------- | ------------------------------------------------------------------------------------------------ | -------
|            |                                                                                                  | Report 
|            |                                                                                                  |        
|PART I      |                                                                                                  | 2      
|ITEM 1.     | DESCRIPTION OF BUSINESS                                                                          | 2      
|ITEM 1A     | RISK FACTORS                                                                                     | 6      
|ITEM 2.     | DESCRIPTION OF PROPERTY                                                                          | 8      
|ITEM 3.     | LEGAL PROCEEDINGS                                                                                | 9      
|            | ITEM 4.   MINE SAFETY DISCLOSURES                                                                | N/A    
|            |                                                                                                  |        
|PART II     |                                                                                                  | 9      
|ITEM 5.     | MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                        | 9      
|ITEM 6.     | SELECTED FINANCIAL DATA                                                                          | N/A    
|ITEM 7.     | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION             | 11     
|ITEM 7A.    | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                       | N/A    
|ITEM 8.     | FINANCIAL STATEMENTS                                                                             | 15     
|ITEM 9.     | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.            | 15     
|ITEM 9A.(T) | CONTROLS AND PROCEDURES                                                                          | 15     
|ITEM 9B.    | OTHER INFORMATION                                                                                | 17     
|            |                                                                                                  |        
|PART III    |                                                                                                  | 17     
|ITEM 10.    | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                           | 17     
|ITEM 11.    | EXECUTIVE COMPENSATION                                                                           | 19     
|ITEM 12.    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 24     
|ITEM 13.    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                   | 25     
|ITEM 14.    | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                           | 25     
|            |                                                                                                  |        
|PART IV     |                                                                                                  | 27     
|ITEM 15.    | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                       | 27     
|            |                                                                                                  |        
|SIGNATURES  |                                                                                                  | 28     

















PART I



ITEM 1.	DESCRIPTION OF BUSINESS



General



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



Business



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



Technology Based Solutions



Vehicle Fleet Management – CONDOR
FMS



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



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



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



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

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





2







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



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



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



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



Personal Tracking Systems



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



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



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





3







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



Commercial Marine Fleet Management



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



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



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



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



RFID Solutions



Active RFID



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



Mobile Video Solutions



iView



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





4







Future Business Development



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



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



Marketing



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





Approximate Global
Markets:

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



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



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

Customers

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



Competition



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





5







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 obtained IP on PRISM and waiting for approval from USA, Japan, India, China, and EU and may pursue this business
in the future.



Research and Development Expenditures



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



Employees



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





ITEM 1A.	RISK FACTORS



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



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





6







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



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



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



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



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





7







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



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



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



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



ITEM 2.	DESCRIPTION OF PROPERTY



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





8









ITEM 3.	LEGAL PROCEEDINGS



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





PART II



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



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





|Year Ended December 31, 2010 |  | Low |       |  | High |  
|---------------------------- |  | --- | ----- |  | ---- | -
|Fourth Quarter*              |  | $   | .0012 |  |      | $
|Third Quarter*               |  |     | .001  |  |      |  
|Second Quarter*              |  |     | .001  |  |      |  
|First Quarter                |  |     | .0018 |  |      |  



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

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



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





Dividend Policy





9







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





Securities Authorized for Issuance under
Equity Compensation Plans



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



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



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



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



Recent Sales of Unregistered Securities



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



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



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





10









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



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



Caution about forward-looking statements



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



Plan of Operation for the Next Twelve Months



Our plan of operation during 2011 is set
forth below.



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



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



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





11







|CASH ALLOCATION BY ACTIVITY - BUDGET 2011 |  | US Dollars |          
|----------------------------------------- |  | ---------- | ---------
|                                          |  |            |          
|                                          |  |            |          
|All Payroll                               |  | $          | 1,000,000
|                                          |  |            |          
|All Overheads                             |  | $          | 400,000  
|                                          |  |            |          
|Net Changes in Working Capital            |  | $          | 1,500,000
|                                          |  |            |          
|All Capital Expenditure                   |  | $          | 500,000  
|                                          |  |            |          
|All Finance Charges                       |  | $          | 100,000  
|                                          |  |            |          
|GROSS ANTICIPATED CASH REQUIREMENT        |  | $          | 3,500,000
|                                          |  |            |          
|Less Gross Margin from Operations         |  | $          | 1,500,000
|                                          |  |            |          
|NET ANTICIPATED CASH REQUIREMENT          |  | $          | 2,000,000





Technical Roll-Out



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



Condor FMS	-	BB Tracking	 	Mar
2011

Condor FMS - 	Calamp Integration Feb
2011

Condor FMS - Android Tracking Nov 2011



Business Development



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



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





12







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



Results of Operations



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



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



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



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



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

Operating Expenses included the following:



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



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



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



Liquidity and Capital Resources



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





13







Capital Financing



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



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



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



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



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



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



Critical Accounting Policies



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





14









ITEM 8.	FINANCIAL STATEMENTS





|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                        |  | F-1       
|------------------------------------------------------------------------------ |  | ----------
|                                                                               |  |           
|Consolidated Balance Sheets as of December 31, 2010 and 2009                   |  | F-2       
|                                                                               |  |           
|Consolidated Statements of Operations for the fiscal years ended               |  |           
|December 31, 2010 and 2009                                                     |  | F-3       
|                                                                               |  |           
|Consolidated Statements of Cash Flows for the fiscal years ended               |  |           
|December 31, 2010 and 2009                                                     |  | F-4       
|                                                                               |  |           
|Consolidated Statements of Stockholders’ Deficiency for the fiscal years ended |  |           
|December 31, 2010 and 2009                                                     |  | F-5       
|                                                                               |  |           
|Notes to Financial Statements                                                  |  | F-6 - F-15









15







Michael T. Studer CPA PC



18 East Sunrise Highway, Suite 311

Freeport, NY 11520

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

Email: mts@studercpapc.com







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and
Stockholders of 2-Track Global, Inc. I have audited the accompanying consolidated balance sheets of 2-Track
Global, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009 and the related consolidated statements of
operations and comprehensive loss, stockholders' deficiency, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements
based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of 2-Track Global,
Inc. and subsidiaries as of December 31, 2010 and 2009 and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States. The accompanying
consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial statements, the Company's present financial situation raises
substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also
described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.



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



Freeport, New York
August 29, 2012





F-1









2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in US Dollars)



|ASSETS                                                                                                                                  |  |                   |            |   |                   |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|                                                                                                                                        |  | December 31, 2010 |            |   | December 31, 2009 |  
|Current Assets                                                                                                                          |  |                   |            |   |                   |  
|Cash and cash equivalents                                                                                                               |  | $                 | 58         |   |                   | $
|Accounts receivable                                                                                                                     |  |                   | -          |   |                   |  
|Inventories                                                                                                                             |  |                   | -          |   |                   |  
|Prepaid expenses                                                                                                                        |  |                   | 75         |   |                   |  
|Total Current Assets                                                                                                                    |  |                   | 133        |   |                   |  
|                                                                                                                                        |  |                   |            |   |                   |  
|Security deposits                                                                                                                       |  |                   | -          |   |                   |  
|Property and equipment, net of accumulated depreciation                                                                                 |  |                   | -          |   |                   |  
|Intangible Assets, net of accumulated amortization                                                                                      |  |                   | -          |   |                   |  
|Total Assets                                                                                                                            |  | $                 | 133        |   |                   | $
|                                                                                                                                        |  |                   |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                                                |  |                   |            |   |                   |  
|                                                                                                                                        |  |                   |            |   |                   |  
|Current Liabilities                                                                                                                     |  |                   |            |   |                   |  
|Accounts payable and accrued expenses payable                                                                                           |  | $                 | 1,266,926  |   |                   | $
|Amounts due to related parties and former directors                                                                                     |  |                   | 1,390,435  |   |                   |  
|Loans payable                                                                                                                           |  |                   | 405,805    |   |                   |  
|Total Current Liabilities                                                                                                               |  |                   | 3,063,166  |   |                   |  
|                                                                                                                                        |  |                   |            |   |                   |  
|Stockholders' Deficiency                                                                                                                |  |                   |            |   |                   |  
|Common stock, par value $0.001 per share; authorized 75,000,000 shares, issued and outstanding 873,970 and 802,541 shares, respectively |  |                   | 874        |   |                   |  
|Additional paid-in capital                                                                                                              |  |                   | 2,461,848  |   |                   |  
|Accumulated deficit                                                                                                                     |  |                   | (5,542,453 | ) |                   |  
|Accumulated other comprehensive income                                                                                                  |  |                   | 16,698     |   |                   |  
|Total Stockholders' Deficiency                                                                                                          |  |                   | (3,063,033 | ) |                   |  
|Total Liabilities & Stockholders' Deficiency                                                                                            |  | $                 | 133        |   |                   | $



See notes to consolidated financial statements





F-2







2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Expressed in US Dollars)



|                                                                                              |  | Year Ended December 31, |         
|--------------------------------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                                              |  | 2010                    |         
|                                                                                              |  |                         |         
|Net sales                                                                                     |  | $                       | -       
|                                                                                              |  |                         |         
|Cost of sales:                                                                                |  |                         |         
|Cost of good sold                                                                             |  |                         | -       
|Impairment of inventory                                                                       |  |                         | 35,050  
|Total cost of sales                                                                           |  |                         | 35,050  
|Gross profit (loss)                                                                           |  |                         | (35,050 
|                                                                                              |  |                         |         
|Operating expenses:                                                                           |  |                         |         
|Selling, general and administrative                                                           |  |                         | 29,600  
|Research and development                                                                      |  |                         | 248,800 
|Depreciation of property and equipment                                                        |  |                         | 356     
|Abandonment of property and equipment                                                         |  |                         | 11,235  
|Amortization of intangible assets                                                             |  |                         | -       
|Impairment of intangible assets                                                               |  |                         | -       
|Total operating expenses                                                                      |  |                         | 289,991 
|Loss from operations                                                                          |  |                         | (325,041
|Other income (expenses)                                                                       |  |                         |         
|Interest income                                                                               |  |                         | 451     
|Interest expense                                                                              |  |                         | (8,000  
|Loss before income taxes                                                                      |  |                         | (332,590
|Income taxes                                                                                  |  |                         | -       
|Net profit (loss)                                                                             |  | $                       | (332,590
|                                                                                              |  |                         |         
|Net loss per share - basic and diluted                                                        |  | $                       | (0.41   
|                                                                                              |  |                         |         
|Weighted average number of common shares used to compute net loss per share-basic and diluted |  |                         | 818,392 
|                                                                                              |  |                         |         
|Comprehensive Income (Loss)                                                                   |  |                         |         
|Net loss                                                                                      |  | $                       | (332,590
|Foreign currency translation adjustment                                                       |  |                         | (5,819  
|Compensive income (loss)                                                                      |  | $                       | (338,409



See notes to consolidated financial statements





F-3







2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders'
Deficiency

For the Years Ended December 31, 2010
and 2009

(Expressed in US Dollars)



|                                                                    |  | Common Stock Shares |         |   | Common Stock Par Value |   |     | Additional Paid-in Capital |  |   | Accumulated Deficit |   |  | Accumulated Other Comprehensive Income (Loss) |            |   | Total Stockholders' Deficiency |  
|------------------------------------------------------------------- |  | ------------------- | ------- | - | ---------------------- | - | --- | -------------------------- |  | - | ------------------- | - |  | --------------------------------------------- | ---------- | - | ------------------------------ | -
|Balance, December 31, 2008                                          |  |                     | 808,247 |   |                        | $ | 808 |                            |  | $ | 2,440,986           |   |  | $                                             | (4,514,455 | ) |                                | $
|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 | ) |                                |  
|Issuance of common stock for services                               |  |                     | 71,429  |   |                        |   | 71  |                            |  |   | 9,929               |   |  |                                               | -          |   |                                |  
|Stock options expense                                               |  |                     | -       |   |                        |   | -   |                            |  |   | 8,464               |   |  |                                               | -          |   |                                |  
|Net loss                                                            |  |                     | -       |   |                        |   | -   |                            |  |   | -                   |   |  |                                               | (332,590   | ) |                                |  
|Foreign currency translation adjustment                             |  |                     | -       |   |                        |   | -   |                            |  |   |                     |   |  |                                               | -          |   |                                |  
|Balance, December 31, 2010                                          |  |                     | 873,970 |   |                        | $ | 874 |                            |  | $ | 2,461,848           |   |  | $                                             | (5,542,453 | ) |                                | $



See notes to consolidated financial statements





F-4









2-TRACK GLOBAL INC. AND SUBSIDIARIES

Consolidated Statements of
Cash Flows

(Expressed in US Dollars)



|                                                                                                                                                       |  | Year Ended December 31, |         
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- | --------
|Cash Flows from Operating Activities:                                                                                                                  |  | 2010                    |         
|                                                                                                                                                       |  |                         |         
|Net loss                                                                                                                                               |  | $                       | (332,590
|                                                                                                                                                       |  |                         |         
|Adjustments to reconcile net loss to net cash used in operating activities                                                                             |  |                         |         
|Depreciation of property and equipment                                                                                                                 |  |                         | 357     
|Abandonment of property and equipment                                                                                                                  |  |                         | 11,235  
|Amortization of intangible assets                                                                                                                      |  |                         | -       
|Impairment of intangible assets                                                                                                                        |  |                         | -       
|Stock-based compensation                                                                                                                               |  |                         | 18,464  
|Changes in operating assets and liabilities                                                                                                            |  |                         |         
|Accounts receivable                                                                                                                                    |  |                         | 7,648   
|Prepaid expenses                                                                                                                                       |  |                         | 1,797   
|Security deposits                                                                                                                                      |  |                         | 7,252   
|Inventories                                                                                                                                            |  |                         | 35,050  
|Accounts payable and accrued expenses payable                                                                                                          |  |                         | (13,178 
|Net cash used in operating activities                                                                                                                  |  |                         | (263,965
|                                                                                                                                                       |  |                         |         
|Cash Flows from Investing Activities:                                                                                                                  |  |                         |         
|                                                                                                                                                       |  |                         |         
|Property and equipment additions                                                                                                                       |  |                         | -       
|Intangible assets additions                                                                                                                            |  |                         | -       
|Net cash used in investing activities                                                                                                                  |  |                         | -       
|                                                                                                                                                       |  |                         |         
|Cash Flows from Financing Activities:                                                                                                                  |  |                         |         
|                                                                                                                                                       |  |                         |         
|Proceeds from loans payable                                                                                                                            |  |                         | 228,672 
|Increase in amounts due to related parties and former directors                                                                                        |  |                         | 35,138  
|Net cash provided by financing activities                                                                                                              |  |                         | 263,810 
|Decrease in cash and cash equivalents                                                                                                                  |  |                         | (155    
|                                                                                                                                                       |  |                         |         
|Cash and cash equivalents, beginning of year                                                                                                           |  |                         | 213     
|Cash and cash equivalents, end of year                                                                                                                 |  | $                       | 58      
|                                                                                                                                                       |  |                         |         
|Supplemental disclosures of cash flow information                                                                                                      |  |                         |         
|Interest paid                                                                                                                                          |  | $                       | -       
|Income taxes paid                                                                                                                                      |  | $                       | -       
|                                                                                                                                                       |  |                         |         
|Schedule of noncash financing activity:                                                                                                                |  |                         |         
|Satisfaction
    of accounts payable and accrued expenses payable by the brother of the Company’s Chief Executive Officer on behalf of
    the Company |  | $                       | 283,558 
|Seizure of Korean Office security
    deposit account by government authority to pay Company delinquent withholding taxes                              |  | $                       | 11,990  



See notes to consolidated financial statements





F-5









2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2010





Note 1. ORGANIZATION AND BUSINESS OPERATIONS



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



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



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



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



Going Concern



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





F-6







Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation



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



Basis of Presentation



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



Use of Estimates



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



Cash and Cash Equivalents



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



Inventories



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



Property and Equipment



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



Intangible assets



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





F-7







Long-lived Assets



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



Revenue Recognition



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



Research and Development



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



Income Taxes



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





F-8







Basic and Diluted Net Loss Per Share



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



Disclosure about Fair Value of Financial Instruments



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



Comprehensive Income



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



Foreign Currency Translation



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



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





F-9







Stock-based Compensation



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



Reclassifications



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



Note 3. INVENTORIES



Inventories consist of:



|                           |  | December 31, |        
|-------------------------- |  | ------------ | -------
|                           |  | 2010         |        
|Triple combination cards   |  | $            | -      
|eUnit tags                 |  |              | -      
|iTrac 2 devices            |  |              | 13,200 
|iTrac 3 devices            |  |              | 16,400 
|Other                      |  |              | 5,450  
|Subtotal                   |  |              | 35,050 
|Less impairment allowances |  |              | (35,050
|Net                        |  | $            | -      



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

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





F-10







Note 4. PROPERTY AND EQUIPMENT, NET



Property and equipment, net, consist of:



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



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



Note 5. INTANGIBLE ASSETS, NET



Intangible assets, net, consist of:



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





F-11







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



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



Note 7. RELATED PARTY TRANSACTIONS



Amounts Due to Related Parties



Amounts due to related parties consist
of:



|                                                        |  | December 31, |          
|------------------------------------------------------- |  | ------------ | ---------
|                                                        |  | 2010         |          
|Unpaid compensation:                                    |  |              |          
|Chief executive officer                                 |  | $            | 78,384   
|Consultant and former director                          |  |              | 440,000  
|Former director                                         |  |              | 12,000   
|                                                        |  |              |          
|Advances payable (non-interest bearing, due on demand): |  |              |          
|Chief executive officer                                 |  |              | 292,009  
|Consultant and former director                          |  |              | 1,206    
|Former director                                         |  |              | 5,089    
|Brother of chief executive officer                      |  |              | 561,747  
|Total                                                   |  | $            | 1,390,435



Other Transactions



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



Note 8. LOANS PAYABLE



Loans payable consist of:

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





F-12







Note 9. INCOME TAXES



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



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



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



Note 10. PENSION AND EMPLOYMENT LIABILITIES



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



Note 11. STOCKHOLDERS EQUITY TRAMSACTIONS



Common Stock



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



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



Preferred Stock



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





F-13







Stock Options



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



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



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



|                                       |  | Year Ended December 31, |      
|-------------------------------------- |  | ----------------------- | -----
|                                       |  | 2010                    |      
|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,
2010 and 2009 is $0 and $0, respectively.



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



Note 12. COMMITMENTS AND CONTINGENCIES



Lease Agreements



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





F-14







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



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



Note 13. BUSINESS CONCENTRATIONS



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



Note 14. SUBSEQUENT EVENTS



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.



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



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





F-15







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



None.



ITEM 9A.(T) CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



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



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



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



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



Our management periodically assesses the
effectiveness of 2-Track's internal control over financial reporting. Based on this assessment, including testing, our management
determined that as of the year ended December 31, 2010 our internal controls over financial reporting were not effective in timely
alerting management to material information relating to 2-Track that is required to be included in its periodic SEC reports and
to ensure that information required to be disclosed in its periodic SEC reports is accumulated and communicated to its management,
including 2-Track’s CEO/CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected
in 2-Track’s internal control over financial reporting. Management identified the following material weaknesses in 2-Track’s
financial reporting under current operations:





16







| | 1. | Deficiencies in segregation of duties. The Company lacked adequate segregation of duties in our
financial reporting process, as we have only one officer currently serving in all officer positions who is not a certified public
accountant, yet is responsible for performing substantially all internal accounting and financial reporting functions.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | 3. | Deficiencies in 2-Track’s written financial reporting procedures. We have insufficient written
policies and procedures in place for accounting and financial reporting which resulted in inconsistent preparation and review of
account reconciliations and analyses on a timely basis.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | 2-Track does not have an Audit Committee which would normally monitor and review 2-Track’s
financial reporting process.
| | -- | -----------------------------------------------------------------------------------------------------------------------



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



Changes in Internal Control Over Financial
Reporting



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



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



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



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





17







Notwithstanding our assessment that our
internal controls over financial reporting were not effective and that there were material weaknesses as identified in this report,
we believe that our financial statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2010
accurately present our financial condition, results of operations and cash flows in all material respects.



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



Changes in Internal Control Over Financial
Reporting.



There was no change in our internal control
over financial reporting that occurred during the last fiscal quarter ended December 31, 2010 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.





ITEM 9B.	OTHER INFORMATION



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







PART III



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



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



|Name of Person    | Age | Position and Office Presently Held With 2-Track                          | Director Since
|----------------- | --- | ------------------------------------------------------------------------ | --------------
|                  |     |                                                                          |               
|Woo Sun Mike Jung | 43  | Chief Executive Officer, Chairman, President and Chief Financial Officer | 11/30/04      
|                  |     |                                                                          |               
|                  |     |                                                                          |               

___________________________





18









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



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



Family Relationships



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



Board Meetings and Actions



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



Corporate Governance



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





Section 16(a) Beneficial Ownership Reporting Compliance



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





19







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





ITEM 11.	EXECUTIVE COMPENSATION



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





|                        | SUMMARY COMPENSATION TABLE
|----------------------- | --------------------------
|Name & Position         | Fiscal
        Year       
|Mike Jung
        (CEO) | 2010                      
|                        | 2009                      



_______________



| | (1) | Amount included
                                                                                                            $120,000 paid as compensation
                                                                                                            by 2-Track USA (a
                                                                                                            wholly owned subsidiary).
                                                                                                            $120,000 of this amount
                                                                                                            was accrued but not
                                                                                                            paid during 2009 or
                                                                                                            2010.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











Employment Agreements



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



Incentive and Stock Option Plans



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





20









OUTSTANDING EQUITY AWARDS AT FISCAL 2010
YEAR-END



|          |                                                                    | Option Awards(*)                                                             |                                                                                                 |                           |                        | Stock Awards(*)                                             |                                                                   |                                                                                                         |                                                                                                                        
|--------- | ------------------------------------------------------------------ | ---------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------- | ---------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Name      | Number of Securities Underlying Unexercised Option (#) Exercisable | Number of Securities Underlying Unexercised Option (#)
        Unexercisable | Equity Incentive Plan Awards:  Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) | Equity Incentive Plan Awards: market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|(a)       | (b)                                                                | (c)                                                                          | (d)                                                                                             | (e)                       | (f)                    | (g)                                                         | (h)                                                               | (i)                                                                                                     | (j)                                                                                                                    
|Mike Jung | 274                                                                | 456                                                                          | -0-                                                                                             | $14.70                    | 3/24/14                | -0-                                                         | -0-                                                               | -0-                                                                                                     | -0-                                                                                                                    
|          |                                                                    |                                                                              |                                                                                                 |                           |                        |                                                             |                                                                   |                                                                                                         |                                                                                                                        
|          |                                                                    |                                                                              |                                                                                                 |                           |                        |                                                             |                                                                   |                                                                                                         |                                                                                                                        

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





Employee Pension, Profit Sharing or Other Retirement Plans



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



Objectives and Philosophy of our Executive
Compensation Program



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



·attract, retain and motivate skilled and knowledgeable individuals;

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

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

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



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





21







Components of our Executive Compensation
Program



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



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



Base salaries



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



Equity Awards



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



Cash Bonuses



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



Benefits and Other Compensation





22







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



Compensation of Directors



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



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



|DIRECTOR COMPENSATION
        DURING 2010                             
|----------------------------------------------------------------------
|Name
        
        
        
        
        
        
        (a)
|Mike Jung                                                             
|                                                                      



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





23







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



Monthly Payment



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



Equity Awards



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



Limitation of Liability and Indemnification
Matters



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





24







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



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



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

|Title of Class | Name and Address of Beneficial Owner                                                                      | Position                    | Amount and Nature of Beneficial Ownership | Percent
|-------------- | --------------------------------------------------------------------------------------------------------- | --------------------------- | ----------------------------------------- | -------
|               | Officers and Directors                                                                                    |                             |                                           |        
|               |                                                                                                           |                             |                                           |        
|Common Stock   | Mike Jung                                                                                                 | Chairman, President and CFO | 213,627(1)                                | 24.4%  
|               |                                                                                                           |                             |                                           |        
|               |                                                                                                           |                             |                                           |        
|               |                                                                                                           |                             |                                           |        
|               |                                                                                                           |                             |                                           |        
|               | All officers and directors as a group (1 individual)                                                      |                             | 213,627                                   | 24.4%  
|               |                                                                                                           |                             |                                           |        
|               | Shareholders owning 5% or more                                                                            |                             |                                           |        
|Common Stock   | Nolboo & Co.
        501 Jinmi Paragon
        13 Yeouido-Dong
        Seoul, South Korea
        150-870 |                             | 142,652(2)                                | 16.3%  
|               |                                                                                                           |                             |                                           |        

__________________________

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

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





25









Equity Compensation Plan Information



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



|Plan Category                                              | Number of securities to be issued upon exercise of outstanding
        options, warrants and rights
        
        
        
        
        
        (a)(*) | Weighted-average exercise price of outstanding options, warrants
        and right
        
        
        
        
        
        (b)(*) | Number of securities remaining available for future issuance
        under equity compensation plans (excluding securities reflected in column
        (a))
        
        (c)(*)
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     | 4,286                                                                                                                                                           | $14.70                                                                                                                                         | 85,715                                                                                                                                                                             
|Equity compensation plans not approved by security holders | N/A                                                                                                                                                             | _____                                                                                                                                          | _______                                                                                                                                                                            
|Total                                                      | 4,286                                                                                                                                                           | $14.70                                                                                                                                         | 85,715                                                                                                                                                                             

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





Changes
of Control of Company



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



ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTION





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





ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES



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



Audit Fees.



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





26







Audit Related Fees



None



Tax Fees



None



All Other Fees.



None



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



Pre-Approved Policies and Procedures



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





27









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





28







SIGNATURES



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



|                      | 2-TRACK GLOBAL, INC.
|--------------------- | --------------------
|                      |                     
|Date: August 29, 2012 | By:                 
|                      |                     







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



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



29