UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





———————


FORM 10-K/A


(Amendment No. 2 )


———————





þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended:December 31, 2009





 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from: _____________ to _____________





Commission File Number:  000-57169





GLOBALPAYNET HOLDINGS, INC.(Exact name of registrant as specified in its charter)





Nevada

98-0458087(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)





Columbia Tower, 701 Fifth Ave., Suite 4200, Seattle, WA 98104


(Address of Principal Executive Office) (Zip Code)





(206) 262-7533


(Registrant’s telephone number, including area code)





N/A


(Former name or former address, if changed since last report)


———————





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





Title of each class

Name of each exchange on which registeredNone

None





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





None(Title of Class)





———————





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈   No þ





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 þ   No  ̈





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 þ   No  ̈





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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.  þ





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.





Large accelerated filer   o
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No þ





As of May 12, 2010, there were 40,643,748 shares of the Registrant’s common stock outstanding.








DOCUMENTS INCORPORATED BY REFERENCE: NONE













EXPLANATORY NOTE





This Amendment No.  2 to Form 10-K (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K and Amendment No 1 for the year ended December 31, 2009 which the Registrant previously filed with the Securities and Exchange Commission on May 18, 2010 (the “Original Filing ”) and Amendment No. 1, which the Registrant previously filed with the Securities and Exchange Commission on July 2, 2010.   The Registrant is filing this Amendment to revise disclosure in Item 1. Business; Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure; Item 9AT. Controls and Procedures; Item 10. Directors, Executive Officers and Corporate Governance; Item 11 Executive Compensation; Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and the Signatures.




Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.  Other events occurring after the filing of the Form 10-K/A or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of this Form 10-K/A.










GLOBALPAYNET HOLDINGS INC.





TABLE OF CONTENTS





Form 10-K Index





PAGEFORWARD LOOKING STATEMENTPART IItem 1.
Business


1Item 1A.
Risk Factors


6Item 1B.
Unresolved Staff Comments


6Item 2.
Properties


6Item 3.
Legal Proceedings


6Item 4.
(Removed and Reserved)


6PART IIItem 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


7Item 6.
Selected Financial Data


8Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


8Item 7A.
Quantitative and Qualitative Disclosures About Market Risk


12Item 8.
Financial Statements and Supplementary Data


13Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


14Item 9AT.
Controls and Procedures


14Item 9B.
Other Information


15PART IIIItem 10.
Directors, Executive Officers and Corporate Governance


16Item 11.
Executive Compensation


17Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


19Item 13.
Certain Relationships and Related Transactions, and Director Independence


19Item 14.
Principal Accounting Fees and Services


20PART IVItem 15.
Exhibits and Financial Statement Schedules


21Signatures



22Index to Consolidated Financial Statements


F-1










PART I





Forward-Looking Statements





Our disclosure and analysis in this Annual Report on Form 10-K (this “Report”), in other reports that we file with the Securities and Exchange Commission, in our press releases and in public statements of our officers contain forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many factors mentioned in this Report, for example governmental regulation and competition in our industry, will be important in determining future results. No forward-looking statement can be guaranteed, and actual results may vary materially from those anticipated in any forward-looking statement.





You can identify forward-looking statements by the fact that they do not relate strictly to historical or current events. They use words such as “anticipate,” “estimate,” “expect” “will,” “may,” “intent,” “plan,” “believe,” and similar expressions in connection with discussion of future operating or financial performance. These include statements relating to future actions, prospective products or product approvals, future performance or results of anticipated products, expenses, financial results or contingencies.





Although we believe that our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we may not achieve these plans or expectations. Forward-looking statements in this Report will be affected by the following factors: the ability of the Company to raise sufficient capital to finance its planned activities, the ability of the Company to satisfy its outstanding convertible debt obligations, the ability of the Company to successfully prosecute and protect its intellectual property, and the Company’s ability to hire, manage and retain qualified personnel. The aforementioned factors do not represent an all inclusive list. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Report. In particular, this Report sets forth important factors that could cause actual results to differ materially from our forward-looking statements. These and other factors, including general economic factors, business strategies, the state of capital markets, regulatory conditions, and other factors not currently known to us, may be significant, now or in the future, and the factors set forth in this Report may affect us to a greater extent than indicated. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Report and in other documents that we file from time to time with the Securities and Exchange Commission including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, we do not undertake any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.





ITEM 1.  BUSINESS





DESCRIPTION OF THE BUSINESS





Background





Globalpaynet Holdings Inc. (“Globalpaynet” or “GPN”) was incorporated under the laws of the State of Nevada on December 30, 2004. In May of 2007 , we changed our name to Globalpaynet Holdings, Inc., and have offices in Seattle, WA.  Our wholly owned subsidiary, Globus Payments Ltd., is based in Vancouver, Canada.




Globalpaynet is an information technology company that intends to be active in the management of electronic data, particularly in the areas of ePayments.




We are still in the development stage, have not generated any significant revenue, and have incurred losses of approximately $21.6 million since inception.  Approximately $5.2 million was spent on the development of Paystream, and $1.3 million was spent on general and administrative expenses, including cash compensation to our CEO.  Additionally, we recognized stock compensation expense totaling approximately $13.9 million pursuant to stock options granted to our CEO.  Other components of the $21.6  million loss include approximately $1.2 million in losses realized in marketable securities, plus interest and depreciation expenses.    Based on our financial history since inception, our auditors have expressed substantial doubt about our ability to continue as a going concern.




In July 2010, we completed the core development of Paystream, our electronic payment gateway software application; however, Paystream must be fully tested before commercialization.




The final quality and market testing phase could last up to an additional six months, and we will not be able to commence commercialization of the product and generate material revenues until this phase is completed.  During this phase, we will continue to incur losses.  In order to be successful, we must obtain clients who will contract to use Paystream.  While management believes that its marketing plans will result in market acceptance of Paystream, there is no assurance that significant revenue will be generated.  We believe that we have sufficient cash on hand as of the date of this filing in order to run the business for up to twelve months without having to raise additional funds in the event we are unable to generate material revenues after six months as expected.  If we are unable to generate material revenues, we will be forced to attempt to raise additional funds on terms which may not be favorable to GPN, if we are able to raise funds at all.




1




Paystream – Electronic Payment Processing Application




PayStream is designed to be an electronic payment gateway integrated both for European and US based businesses and merchants.  It is an SAP certified solution. Paystream will enable merchants to authorize, settle and manage credit card and electronic check transactions via websites, mobile devices and mail order/telephone order call centers.  All businesses wanting to use a payment gateway need to be underwritten by a local national bank, as this is the norm in the merchant underwriting industry.  Typically, banks located in the United States will require businesses based in the United States to have an authorized officer with a social security number sign the merchant application.  European banks require each company to have an authorized officer of European nationality to sign the underwriting documents as well.  Banks in the United States only underwrite risks of businesses based nationally, and European banks only underwrite the risks of businesses based in Europe.




Paystream will offer a convenience to both businesses based in the United States and Europe. As an SAP certified software solution, other users of an SAP certified solution can easily integrate with Paystream payment application.  This opens our market to all SAP users and SAP certified solutions providers in Europe and in the United States.




Upon the completion of the final quality and testing phase, Paystream is intended to operate as a payment gateway. A payment gateway is an e-commerce application service provider service that authorizes payments for e-business, online retailers, brick and click, or traditional brick and mortar. It is the equivalent of a physical point of sale terminal located in most retail outlets. Payment gateways protect credit card details by encrypting sensitive information, such as credit card numbers, to ensure that information is passed securely between the customer and the merchant and also between merchant and the payment processor.




How Paystream is Intended to Work




A payment gateway facilitates the transfer of information between a payment portal (such as a website or mobile phone) and an acquiring bank. When a customer orders a product from a payment gateway-enabled merchant, the payment gateway performs a variety of tasks to process the transaction:




▪
A customer places an order on a particular portal by pressing the 'Submit Order' or equivalent button, or perhaps enters their card details using an automatic phone answering service.




▪
If the order is via a website, the customer's web browser encrypts the information to be sent between the browser and the merchant's web server.  This is done via Secure Socket Layer (“SSL”) encryption.




▪
The merchant then forwards the transaction details to their payment gateway. This is another SSL encrypted connection to the payment server hosted by the payment gateway.




▪
The payment gateway forwards the transaction information to the payment processor used by the merchant's acquiring bank.




▪
The payment processor forwards the transaction information to the card association (i.e., Visa/MasterCard).




▪
If an American Express or Discover Card was used, then the processor acts as the issuing bank and directly provides a response of approved or declined to the payment gateway.




▪
Otherwise, the card association routes the transaction to the correct card issuing bank.




▪
The credit card issuing bank receives the authorization request and sends a response back to the processor (via the same process as the request for authorization) with a response code. In addition to determining the fate of the payment, (i.e. approved or declined) the response code is used to define the reason why the transaction failed (such as insufficient funds, or bank link not available).




▪
The processor forwards the response to the payment gateway.




▪
The payment gateway receives the response, and forwards it on to the website (or whatever interface was used to process the payment) where it is interpreted as a relevant response then relayed back to the cardholder and the merchant.




▪
The entire process typically takes 2–3 seconds.




▪
The merchant submits all their approved authorizations, in a "batch", to their acquiring bank for settlement.




▪
The acquiring bank deposits the total of the approved funds in to the merchant's nominated account. This could be an account with the acquiring bank if the merchant does their banking with the same bank, or an account with another bank.




▪
The entire process from authorization to settlement to funding typically takes 3 days.




SAP certification of PayStream




Paystream is certified by SAP AG as a global payment gateway certified on SAP’s NetWeaver Platform. This certification was achieved in July 2009 and confirms that Paystream is compatible to run on SAP’s NetWeaver platform described above.   SAP AG, together with its subsidiaries, develops, markets, and sells enterprise application software products for corporations, government agencies, and educational institutions in Europe, the Middle East, Africa, North America , Latin America, and the Asia Pacific Japan region. Globalpaynet is part of the Software Solution Partners in the SAP Partner Edge Program and, through this program, has access to over 100 ,000 SAP enterprise partners who could use Paystream services.   Being a Software Solutions Partner of SAP enhances our branding and credibility of Paystream, as SAP is a globally recognized enterprise software.




2




The Data Center




Through our partnership with GlobeX, we have access to a Swiss data center located in Geneva, Switzerland.  This facility features multiple physical and electronic security systems, including biometric authentication, 24/7 manned surveillance, automated surveillance systems, multiple checkpoints, highly secure rooms, restricted passageways and multi-person access controls. Additional monitoring equipment is installed within Globalpaynet’s servers’ racks in order to provide real time notification (e-mail, SMS) of any physical access to the facility. The servers are hosted in an ISO 9001:2000 certified building providing a complete data center infrastructure service: a secure, reliable and cost-effective way to ensure the continuous availability of business systems and applications.    This facility will be used to store Paystream transactions processed in the international market.  There is no extra cost billed to Globalpaynet to store Paystream transactions in this data center.




As this facility is used to host Securus and EHRmedi services which we plan to sell pursuant to our licensing agreement with Globex, we will pay to Globex the cost of operations for those services associated with this data center facility. Such costs include standard memory storage costs which will vary from time-to-time depending on the cost of servers used and the amount of storage used to store Globalpaynet’s clients in the USA.  We will also remit to Globex a licensing fee of 10% of gross sales from the sale of Securus and EHRmedi services beginning in January 2011.




PCI DSS compliance




Introduction to the PCI DSS compliance





Beginning in the late 1990’s when credit fraud became rampant, the major credit cards industries combined their efforts to provide guidelines on how to handle sensible personal data related to credit card payments. In 2004, these efforts resulted in the first version of the Payment Card Industry Data Security Standard (“PCI DSS”), which is now becoming mandatory for all entities involved in the processing of credit card data during a payment. The standards apply to all organizations that store, process or transmit cardholder data – with guidance for software developers and manufacturers of applications and devices used in those transactions. Prior to October 2008, the PCI Council (composed by American Express, Discover Financial Services, JCB International, MasterCard Worldwide and Visa Inc.) monitored the conformance to the standard only in North America, but since the updated rules of PCI DSS became effective on October 30 2008, the PCI council along with PCI Europe are pushing global banks and all companies processing, storing, or transmitting cardholder data to be PCI DSS compliant.





We have engaged SecurityMetrics to certify our platform and   perform PCI Scans (ASV), PCI audits (QSA), PA-DSS audits, penetration tests and forensic analysis.   SecurityMetrics is a Qualified Payment Application Security Company (QPASC) and offers a security appliance with vulnerability assessment, intrusion detection and intrusion prevention functionality.





Competition




The payment processing industry is highly competitive. We will compete with many small and large companies compete to provide payment processing services and related services to a wide range of merchants. There are a number of large transaction processors, including First Data Merchant Services Corporation, Cybersource, Chase Paymentech and Global Payments, Inc., who serve a broad market spectrum from large to small merchants and provide banking, automatic teller machine, and other payment-related services and systems in addition to card-based payment processing. There are also a large number of smaller transaction processors that provide various services to small and medium-sized merchants.




Our largest competitor in the United States is Authorize.net. Since 1996, Authorize.Net has been a leading provider of payment gateway services, managing the submission of billions of transactions to the processing networks on behalf of merchant customers. Authorize.Net is a solution offered by CyberSource Corporation, a wholly owned subsidiary of Visa.  Our largest competitor in Canada is Chase Paymentech.




Marketing strategy




We plan to market Paystream mainly through online search engine optimization, online marketing, including an email marketing campaign, and through the SAP network of companies and partners.  We also plan to build a network of resellers and form various partnerships in order to sell our proprietary and licensed web-based applications for electronic data management, Paystream, Securus and EHRmedi.  Our short term marketing strategy will be to develop a partner strategy and program by type of partner such as:




·
Technology partners (e.g. SAP)




·
Implementation and solution partners (e.g. local IT integrators)




·
Managed services partners (e.g. ISPs, web sites creators)




3




SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS




Our payment gateway services are not dependent on the availability of raw materials. As such, we do not need to purchase raw materials nor do we use or rely on outside suppliers or vendors to make our credit card processing gateway services available to merchants.




CUSTOMERS




We are a development stage company , and as such, we have not generated any significant revenue.   The revenue that we generated prior to December 31, 2009 was transacted with only a few customers. Accordingly, we acknowledge that we face substantial risk and recognize that the challenges relevant to building a broader, larger clientele are formidable. We plan to execute a comprehensive marketing and sales strategy to build our client base and alleviate our dependence on a small base of customers.




INTELLECTUAL PROPERTY





Our intellectual property consists of our internally-developed proprietary technology that underlies our core platform, Paystream. We rely on agreements with contractors and other parties with whom we do business in order to limit access to and disclosure of our proprietary information, as well as to clarify rights to intellectual property associated with our business.  To date we have not registered for statutory copyright protection.  A logomark application for Paystream has been filed by Renovatio Media Group S.A., and such logomark rights, if approved will be transferred automatically to Globalpaynet Holdings Inc.





GOVERNMENT APPROVAL & GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES





— REGULATORY BACKGROUND.





We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally and directly applicable to online commerce. We are not currently subject to direct regulation by any governmental agency other than laws and regulations generally applicable to businesses. Notably, Globalpaynet promotes best practices and ethical business conduct in relation to our corporate culture and its day-to-day operations.





As Internet use gains popularity, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of online commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. Management does not contemplate providing personal information regarding our customers to third parties. However, the adoption of additional consumer protection laws could create uncertainty in Web usage and reduce the demand for our products and services.





Governments have and may continue to enact legislation applicable to us in areas such as content distribution, performance and copying, other copyright issues, network security, encryption, the use of key escrow data, privacy protection, caching of content by server products, electronic authentication or "digital" signatures, illegal or obscene content, access charges and retransmission activities. The applicability to the Internet of existing laws governing issues such as property ownership, content, taxation, defamation and personal privacy is also uncertain. Export or import restrictions, new legislation or regulation or governmental enforcement of existing regulations may limit the growth of the Internet, increase our cost of doing business or increase it legal exposure.





In addition, because our services are intended to be made available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in that state or foreign country. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in these jurisdictions. The application of laws or regulations from jurisdictions whose laws do not currently apply to the business could have a material adverse effect on the business, results of operations and financial condition.





Management is not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, and export or import matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws that are intended to address these issues could create uncertainty in the Internet market place.




4





COSTS OF RESEARCH AND DEVELOPMENT ACTIVITIES








COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS





As a credit card transaction processing gateway, Globalpaynet is not impacted by the costs and effects of compliance with environmental laws, other than the laws and regulations generally applicable to businesses. Globalpaynet operates with a high level of respect for and promotes the protection of the environment, and is not aware of circumstances that would create any significant financial responsibility for environmental matters.





EMPLOYEES





Globalpaynet does not employ salaried full-time or part time staff. All individuals that work for the Company are independent contractors who are compensated on a commission basis or on a contract payment basis. Alain Ghiai, our Chairman and Chief Executive Officer and the sole member of our board of directors, has no employment or other agreement with us, but our wholly-owned subsidiary, Globus Payments Ltd., has entered into a consulting agreement with Mr. Ghiai. For more information on the consulting agreement, please refer to “Certain Relationships and Related-Party Transactions” in Item 13 of this Report on Form 10-K.





AVAILABLE INFORMATION





We file electronically with the Securities and Exchange Commission our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. You may obtain a free copy of our reports and amendments to those reports on the day of filing with the SEC by going to http://www.sec.gov.





5




ITEM 1A.  RISK FACTORS




Not applicable ( Globalpaynet Holdings is a smaller reporting company).





ITEM 1B.  UNRESOLVED STAFF COMMENTS




Not applicable ( Globalpaynet Holdings is a smaller reporting company).





ITEM 2. PROPERTIES




Globalpaynet leases office space at Columbia Tower, 701 Fifth Avenue Suite 4200, Seattle WA, 98104, USA, as well as two offices in Vancouver, BC and Kamloops BC, Canada on a month to month basis. The Company believes its existing facilities will be adequate to meet its anticipated needs for the foreseeable future.





Substantially all of our development hardware and software and certain of our computer hardware operations are located at Radiant Communications, at 1600 - 1050 West Pender Street, in Vancouver, B.C., Postal Code: V6E 4T3, Canada.





ITEM 3.  LEGAL PROCEEDINGS




There are no material legal proceedings currently pending or threatened against Globalpaynet.




ITEM 4.  (REMOVED AND RESERVED)





6





PART II




ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER’S PURCHASES OF EQUITY SECURITIES








There is presently no public market for our shares of common stock. Our common stock has never traded in a public market. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board (“OTCBB”). If and when our common stock is traded on the OTCBB, most likely the shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.





The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets; or exempted from the definition by the SEC. If the Company’s shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.





For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Company’s common stock and may affect the ability of shareholders to sell their shares.





Holders. As of May 4, 2010, our common stock was held by  60 holders of record.





Dividends.We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.





There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:





1.  we would not be able to pay our debts as they become due in the usual course of business; or





2.  our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.





7


Securities authorized for issuance under equity compensation plans.We have no equity compensation plans, either approved or not approved by our shareholders. However, our board of directors may, at its discretion, make option or other equity compensation grants to employees or consultants as needed. On January 17, 2008, we issued an option to purchase 200,000,000 shares of our common stock to Alain Ghiai, our sole director, Chairman and Chief Executive Officer, at an exercise price of $2.00 per share.





Equity Compensation Plan InformationPlan 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 rights

(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


-



-



-Equity compensation plans not approved by security holders


200,000,000


$
US2.00



-Total


200,000,000


$
US2.00



-





ITEM 6.  SELECTED FINANCIAL DATA




Not applicable.





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





The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included elsewhere in this report. In addition to the historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.





Forward Looking Statements





This portion of this prospectus includes statements that constitute “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many factors mentioned in this prospectus, for example governmental regulation and competition in our industry, will be important in determining future results. No forward-looking statement can be guaranteed, and actual results may vary materially from those anticipated in any forward-looking statement.





You can identify forward-looking statements by the fact that they do not relate strictly to historical or current events. They use words such as “anticipate,” “estimate,” “expect” “will,” “may,” “intent,” “plan,” “believe,” and similar expressions in connection with discussion of future operating or financial performance. These include statements relating to future actions, prospective products or product approvals, future performance or results of anticipated products, expenses, financial results or contingencies.





Although we believe that our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we may not achieve these plans or expectations. Forward-looking statements in this Report will be affected by the following factors: our ability to raise sufficient capital to finance our planned activities, our ability to successfully prosecute and protect our intellectual property, and our ability to hire, manage and retain qualified personnel. The aforementioned factors do not represent an all inclusive list. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this prospectus. In particular, this prospectus sets forth important factors that could cause actual results to differ materially from our forward-looking statements. These and other factors, including general economic factors, business strategies, the state of capital markets, regulatory conditions, and other factors not currently known to us, may be significant, now or in the future, and the factors set forth in this prospectus may affect us to a greater extent than indicated.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this prospectus and in other documents that we file from time to time with the Securities and Exchange Commission. Except as required by law, we do not undertake any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.




8





In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.





Critical Accounting Policies and Estimates





Our Management’s Discussion and Analysis section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





Off-Balance Sheet Arrangements





The Company has no material transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.





Market Risk





In the normal course of business, the Company is exposed to foreign currency exchange rate and interest rate risks that could impact its results of operations.





Revenue Recognition





SAB No. 104 requires that four basic criteria be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Should changes in conditions cause management to determine that these criteria are not met for certain future transactions, revenue recognized for a reporting period could be adversely affected.





Allowance for Doubtful Accounts





Management makes judgments, based on its established aging policy, historical experience and future expectations, as to the ability to collect the Company’s accounts receivable. An allowance for doubtful accounts has been established. The allowance for doubtful accounts is used to reduce gross trade receivables to their estimated net realizable value. When evaluating the adequacy of the allowance for doubtful accounts, management analyzes amounts based upon an aging schedule, historical bad debt experience, and current trends. The Company had $0 for allowance of doubtful accounts at December 31, 2008 and 2009.





Goodwill





The Company did not attribute any value to goodwill for the year ended December 31, 2008 and 2009.





Accounting for Income Taxes





The Company accounts for income taxes under the asset and liability method. Under this method, deferred assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company establishes a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be recoverable against future taxable income.





Reporting Currency





A majority of the Company’s transactions are denominated in US currency so the Company has adopted the US dollar as its functional and reporting currency.




9





Discussion of Operations





Since inception, we have been building our core product, Paystream, an Internet Protocol (“IP”)-based secure payment gateway designed to provide services that enables online merchants to authorize, settle, manage risk, and manage credit card or electronic check transactions via websites and mobile devices. The portal was completed in July 2010 and is in the final quality control and testing stage.




We incurred losses of approximately $6.7 and $8.1 million in the years ending December 31, 2009 and 2008, respectively, and approximately $22.4 million since inception.  Approximately $5.4 million was spent on the development of Paystream, and $1.6 million was spent on general and administrative expenses, including cash compensation to our CEO.  Additionally, we recognized stock compensation expense totaling approximately $14.1 million pursuant to stock options granted to our CEO.  Other components of the $22.4 million loss include approximately $1 million in losses realized in marketable securities, plus interest and depreciation expenses.




We are in the process of implementing a marketing program to roll out Paystream services and solutions. The marketing plan will include online search engine optimization, targeted email marketing, telesales and through partnership channels and a network of resellers that we plan to build over time.  Our business model is both subscription and transactional fee based.




We also plan to market additional complementary services that can be bundled with Paystream.  On August 23, 2010, we formalized our relationship with GlobeXPayNet S.A., (renamed GlobeX Data S.A. in 2008) (“GlobeX”) by signing a ten-year exclusive distribution agreement to market and distribute GlobeX’s two web-based software application suites Securus and EHRmedi in the United States.  Securus is a digital asset management tool, and EHRmedi is an electronic health records management system. We plan to begin marketing Securus to the US market in September 2010 but do not expect to generate significant revenues during this first marketing phase which will last for a minimum of six months.  Should the marketing of Securus be successful, we plan to market EHRmedi in the second half of 2011 in the US market.  Both Securus and EHRmedi are SAP certified.




We believe that online electronic payment (the payment for goods and services via the Internet) continues to improve the business landscape by providing increasing volumes of information exchange across international borders and fields of business.   We believe E-Commerce is a necessity for businesses that desire to expand markets globally, and provides a relatively low-cost means of distributing goods and services, increasing efficiencies, and providing better, more personalized customer services. Secure credit card transaction processing has become a vital aspect of electronic payment transactions because the use of credit cards and card-not-present transactions, in particular, has played a significant role in the growth of e- Commerce over the Internet. We further believe that the growth trend for electronic data transaction will continue to grow for years to come as more and more consumers and business utilize the Internet and feel more comfortable in purchasing goods and services from online stores.




Our network is tested regularly for security breaches and failures by a third party quality security assessor, Security Metrics Inc.   Our network is certified by the quality security assessor as a Payment Card Industry Data Security Standard (“ PCI DSS ”) certified gateway and as a secure gateway for credit card transaction processing.




International Operations





In August 2007, we established a relationship and entered into a Marketing Agreement with GlobeX and placed it in charge of all international sales and developments for the Paystream electronic payment gateway application in non-US and Canadian markets.  In exchange for GlobeX’s sales and development activities, we paid a one-time fee equal to 500,000 Euros.  Over the term of the 10-year agreement, no further payments will be made to GlobeX for these services, and GlobeX will pay Globalpaynet 20% of the gross sales generated from GlobeX’s sale and distribution of services provided through Paystream.  GlobeX plans to market the Paystream electronic payment gateway product internationally through its integration partners such as SAP A.G., its sales force and network in western and eastern Europe. We anticipate the first revenues from this venture in the later part of 2010 or at the beginning of fiscal 2011. Our subsidiary, Globus Payments Ltd.  has also contracted with GlobeX to perform all of   its PCI compliance work.




In July 2008, GlobeX obtained a certification from SAP A.G. for Globalpaynet’s Paystream payment gateway application, thereby achieving for Paystream global Ecohub partner status    This certification and status  can assist GlobeX. and Globalpaynet in the marketing of Paystream potentially to all of SAP’s Ecohub partners.  Ecohub is an online marketplace for certified solutions by SAP Partners.




GlobeX has a reselling partnership with DataCash Ltd., a payment integrator to banks in the United Kingdom and plans to use all its tools to promote our services internationally. GlobeX has offices in Geneva, Switzerland and has a subsidiary in London, United Kingdom .




10





Limited Operating History; Need for Additional Capital





There is little historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated significant revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the development of our properties, and possible cost overruns due to price and cost increases in services.





RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31, 2008.





Revenue





Net revenue totaled $3,167 for the year ended December 31, 2009 compared to $2,033 for the year ended December 31, 2008. All of our revenues were derived from transaction processing fees.   As a development stage company, we have not yet begun generating a sustainable revenue stream, and we believe the variance from year to year is not significant to the overall business strategy.





Officer’s compensation





Officer’s compensation consists of an annual fee of approximately $100,000 to our Chief Executive Officer and stock based compensation. Stock based compensation expenses, which were a result of a stock option issued to our Chief Executive Officer, and which vests over a two year service period, totaled $5,499,094 in 2009 as compared to $5,258,040 in 2008.





General and administrative expenses





General and administrative expenses are comprised of professional fees, occupancy expenses, travel expenses, supplies and other overhead expenses.  General and administrative expenses totaled $277,816 for the year ended December 31, 2009, which was 39.7% lower as compared to $460,917 for the year ended December 31, 2008.  The lower level of expense is principally due to a reduction in our requirements for consulting fees, travel, and other expenses in fiscal 2009.





Research and development expenses





Research and development expenses consist of costs to develop our proprietary software platform.  Costs include payments for engineering services, PCI DSS audit fees, and platform maintenance fees.   Research and development costs decreased 62%, or $1,374,201, from $2,208,247 for the year ended December 31, 2008 to $834,046 for the year ended December 31, 2009.  The decrease was a result of fewer requirements for engineering services and related expenses as our research and development efforts progressed toward a completed platform..  A portion of the decrease was related to the decrease in the fair value of common stock issued for these services in fiscal 2009 which totaled approximately $205,172, as compared to approximately $800,000 in fiscal 2008.





Depreciation and amortization expenses





Depreciation and amortization expenses increased 103.0% to 23,430, during the year ended December 31, 2009, as compared to expenses totaling $11,543 for the year ended December 31, 2008.  The increase was a result of new property and equipment our infrastructure being placed into service over the two-year period.  The property and equipment is a component of our infrastructure supporting our current research and development efforts and ultimately for the support of our future operations.





Loss on marketable securities and foreign currency translation





We recognized a $656,733 loss on our investment in marketable securities for the year ended December 31, 2009, as compared to $492,456 for the year ended December 31, 2008.  Principally all of the fiscal 2009 loss was incurred but not realized during fiscal 2008 during a particularly volatile period of the financial market.  A portion of these losses were offset by an unrealized gain in the translation of foreign currency.





Net loss





We incurred a net loss totaling $7,413,608 for the year ended December 31, 2009, compared to a net loss of $8,619,893 for the year ended December 31, 2008, The decrease was primarily due to the decrease in research and development expenses.




11





Liquidity





At December 31, 2009, we had cash reserves totaling $628,291 and short-term securities with a fair value of $676,381.  We have invested a portion of our cash reserves in marketable securities, including various stocks and liquid securities that are traded on national exchanges in the United States and Canada.  The securities are highly liquid and are subject to risk and all fluctuations in the financial markets. In certain periods prior to December 31, 2009, some of these investments served as security for short term bank borrowings , which could be liquidated upon repayment via sale of the securities.  Upon acquisition, these investments are recorded at cost, and at each balance sheet date, are reported at fair value in accordance with paragraph 825-10-50-10 of the FASB Accounting Standards Codification Unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.  Realized gains and losses and permanent declines in value, if any, on available-for-sale securities are reported in other income or expense as incurred





Since inception, we have used our common stock to raise money for business development and corporate expenses. The total amount we have raised since inception is $7,449,595. As of December 31, 2009, we have used approximately $6.1 million of these funds to fund our operations which have been devoted to the development of our infrastructure and portal.  We believe this development is nearing completion stages, and we have reduced both our general and administrative expenses and research and development expenses during the past fiscal year.  Cash used in operations totaled $886,991 and $1,960,744 during the years ending December 31, 2009 and 2008, respectively.  However, we do not anticipate cash used in operations will continue to decrease, as we expect that other types of general and administrative and sales and marketing expenses will increase in future months as we take steps to offer our product in commercial markets, and we do not anticipate that our operating expenses will decrease in future periods.  Therefore, it is difficult to estimate how long our cash on hand will sustain the business.  There is no assurance that we will begin generating cash flow from operations sufficient to fund our operations in the foreseeable future.   On August 18, 2010, we issued 1,000,000 shares of our common stock in exchange for net cash proceeds totaling $450,000. We believe that our cash reserves as of June 30, 2010, supplemented by this recent cash infusion, will sustain our operations for the next twelve months.





We have sustained substantial losses and are still in the development stage. We have not attained profitable operations and may be dependent upon obtaining financing. For these reasons there is a risk that we will be unable to continue as a going concern.  The financial statements accompanying this report on Amendment No. 2 to Form 10-K contemplate our continuation as a going concern.





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.




12





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





GLOBALPAYNET HOLDINGS, INC.


(A DEVELOPMENT STAGE COMPANY)


December 31, 2009 and 2008


INDEX TO THE FINANCIAL STATEMENTS





TABLE OF CONTENTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


F-1CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2009 and 2008...


F-2CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM DECEMBER 30, 2004 (INCEPTION) THROUGH DECEMBER 31, 2009


F-3STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM DECEMBER 30, 2004 (INCEPTION) THROUGH DECEMBER 31, 2009


F-4CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM DECEMBER 30, 2004 (INCEPTION) THROUGH DECEMBER 31, 2009


F-5NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


F-6





13





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of


Globalpaynet Holdings, Inc.


(A development stage company)


Seattle, Washington





We have audited the accompanying consolidated balance sheets of Globalpaynet Holdings, Inc., a development stage company, (the “Company”) as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended and for the period from December 30, 2004, (inception) through December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended and for the period from December 30, 2004 (inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had a net loss and cashed used in operations for the year ended December 31, 2009, respectively, with minimal revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Li & Company, PC


Li & Company, PC





Skillman, New Jersey


May 14, 2010





F-1




GLOBALPAYNET HOLDINGS, INC.


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS





December 31,2009


2008ASSETSCURRENT ASSETSCash and cash equivalents

$
628,291


$
653,452Prepaid expenses


955



-Marketable securities


676,381



1,763,116Total current assets


1,305,627



2,416,568Property and equipmentFurniture and fixtures, (net of accumulated depreciation of $3,568 and $1,903, respectively)


8,491



9,636Computers and software, (net of accumulated depreciation of $39,528 and $15,941, respectively)


102,572



59,445Total property and equipment


111,063



69,081TOTAL ASSETS

$
1,416,690


$
2,485,649LIABILITIES AND STOCKHOLDER'S EQUITYCURRENT LIABILITIESAccounts payable

$
20,257


$
2,714Accrued liabilities, related party


100,000



81,659Short term borrowings


-



527,763TOTAL LIABILITIES


120,257



612,136Commitments and contingencies


-



-STOCKHOLDERS’ EQUITY:Preferred stock: $0.001 par value 5,000,000 shares authorized:  1,000,000 shares issued and outstanding


1,000



1,000Common stock: $0.001 par value 300,000,000 shares authorized: 40,443,748 and 38,084,958 shares issued and outstanding, respectively


40,443



38,085Additional paid-in capital


22,788,458



16,169,990Deficit accumulated during the development stage


(21,594,873
)


(14,181,265
)Accumulated other comprehensive income (loss)


61,405



(154,297
)TOTAL STOCKHOLDERS’ EQUITY


1,296,433



1,873,513TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

$
1,416,690


$
2,485,649





The accompanying notes are an integral part of these financial statements





F-2
 
 
 GLOBALPAYNET HOLDINGS, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS





For the year ended December 31,


From

December 30, 2004(Inception) through

December 31, 20092009


2008Revenues realized during the development stage

$
3,167


$
2,033


$
5,200Operating expensesResearch and development


834,046



2,208,247



5,204,190Officer’s compensation


5,609,511



5,382,110



14,109,621General and administrative expenses


277,816



460,917



1,061,475Depreciation and amortization


23,430



11,543



41,695Total operating expenses


6,744,803



8,062,817



20,416,981Loss from operations


(6,741,636
)


(8,060,784
)


(20,411,781
)Other income (expense):Interest expense, net


(22,690
)


(52,867
)


(80,003
)Gain (loss) on marketable securities, net


(656,733
)


(492,456
)


(1,096,754
)Foreign currency transaction gain (loss)


7,451



(13,786
)


(6,335
)Total other income (expense)


(671,972
)


(559,109
)


(1,183,092
)Loss from operations before income taxes


(7,413,608
)


(8,619,893
)


(21,594,873
)Provision for income taxes


-



-



-Net loss

$
(7,413,608
)

$
(8,619,893
)

$
(21,594,873
)Net loss per common share - basic & diluted

$
(0.19
)

$
(0.23
)Weighted common shares outstanding – basic and diluted


38,128,674



37,422,168





The accompanying notes are an integral part of these financial statements




F-3





GLOBALPAYNET HOLDINGS, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


For the Period from December 30, 2004 (Inception) through December 31, 2009





Preferred Stock


Common Stock


Additional

Paid in


Accumulated

Other

Comprehensive


Deficit

Accumulated

During the

Development


Total

Stockholders’Shares


Amount


Shares


Amount


Capital


Income (Loss)


Stage


EquityBalance, December 31, 2006










20,000,000


$
20,000


$
39,325






$
(40,824
)

$
18,501Shares issued for cash at $0.50 per share, net of $699,925 expenses










13,300,000



13,300



4,887,775











4,901,075Shares issued as placement fee










2,100,000



2,100



1,047,900











1,050,000Shares issued for cash at $0.75 per share










133,333



133



99,867











100,000Shares issued for services at $0.50 per share










1,000,000



1,000



499,000











500,000Preferred shares issued for services - related party


1,000,000



1,000











3,117,000











3,118,000Comprehensive income (loss)Foreign exchange translation gain






















228,081







228,081Unrealized gain on marketable securities






















11,326







11,326Net loss


























(5,520,548
)


(5,520,548
)Total comprehensive income (loss)






























(5,281,141
)Balance, December 31, 2007


1,000,000



1,000



36,533,333



36,533



9,690,867



239,407



(5,561,372
)


4,406,435Shares issued for cash at $0.80 per share, net of $32,615 expenses










540,000



540



398,845











399,385Shares issued for services at $0.80 per share










1,000,000



1,000



799,000











800,000Shares issued for cash at $2.00 per share










11,625



12



23,238











23,250Options issued as compensation


















5,258,040











5,258,040Comprehensive income (loss)Foreign exchange translation gain






















222,287







222,287Unrealized loss on marketable securities






















(615,991
)






(615,991
)Net loss


























(8,619,893
)


(8,619,893
)Total comprehensive income (loss)






























(9,013,597
)Balance, December 31, 2008


1,000,000



1,000



38,084,958



38,085



16,169,990



(154,297
)


(14,181,265
)


1,873,513Shares issued for services at $0.80 per share










228,190



228



182,324











182,552Shares issued for services at $0.30 per share










75,400



75



22,545











22,620Shares issued for cash at $0.30 per share










55,200



55



16,505











16,560Shares issued for cash at $0.45 per share










2,000,000



2,000



898,000











900,000Options issued as compensation


















5,499,094











5,499,094Comprehensive income (loss)Foreign exchange translation loss






















(414,949
)






(414,949
)Unrealized gain on marketable securities






















630,651







630,651Net loss


























(7,413,608
)


(7,413,608
)Total comprehensive income (loss)






























(7,197,906
)Balance, December 31, 2009


1,000,000


$
1,000



40,443,748


$
40,443


$
22,788,458


$
61,405


$
(21,594,873
)

$
1,296,433





The accompanying notes are an integral part of these financial statements.




F-4





GLOBALPAYNET HOLDINGS, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS





For the year ended December 31,


From inception

(December 30,

2004) to

December 31,

20092009


2008OPERATING ACTIVITIESNet loss

$
(7,413,608
)

$
(8,619,893
)

$
(21,594,873
)Adjustments to reconcile net loss to net cash used in operations:Depreciation and amortization expense


23,430



11,543



41,697Stock compensation


5,499,094



5,258,040



13,875,134Fair value of shares issued for services


205,172



800,000



1,505,172Realized loss on sale of marketable securities


763,992



525,478



1,233,364Changes in operating assets and liabilities:Prepaid expenses


(955
)


-



(955
)Accounts payable


17,543



(17,571
)


20,257Accrued expenses – related party


18,341



81,659



100,000Net cash used in operating activities


(886,991
)


(1,960,744
)


(4,820,204
)INVESTING ACTIVITIESPurchase of property and equipment


(65,412
)


(68,516
)


(152,759
)Purchase of marketable securities


(650,395
)


(2,379,107
)


(7,361,732
)Proceeds from sale of marketable securities


999,124



3,874,184



4,873,308Net cash provided by (used in) investing activities


283,317



1,426,561



(2,641,184
)FINANCING ACTIVITIESProceeds from sale of stock


916,560



422,635



7,499,595Proceeds from short term borrowings


-



527,763



527,763Repayment of short term borrowings


(527,763
)


-



(527,763
)Net cash provided by financing activities


388,797



950,398



7,449,595EFFECT OF EXCHANGE RATE CHANGES ON CASH


189,716



210,516



640,084NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(25,161
)


626,731



628,291CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


653,452



26,721



-CASH AND CASH EQUIVALENTS AT END OF PERIOD


628,291



653,452



628,291Supplemental disclosuresCash paid for interest

$
26,801


$
56,506


$
88,064Income taxes

$
-


$
-


$
-Non-cash activitiesShares issued for services

$
205,172


$
800,000


$
4,668,000





The accompanying notes are an integral part of these financial statements




F-5





GLOBALPAYNET HOLDINGS, INC.


(A Development Stage Company)


December 31, 2009 and 2008


Notes to the Consolidated Financial Statements





NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS





The Company was incorporated under the laws of the State of Nevada on December 30, 2004.





In May of 2007 the Company filed a name change with the Nevada Secretary of State to Globalpaynet Holdings, Inc.





Globalpaynet Holdings Inc. (“ Globalpaynet ” or the “Company”) is a Nevada Financial Services Technology company specialized in the secure electronic payment sector. The Company and its wholly owned Canadian subsidiary, along with its European partner have been providers of services and solutions enabling merchants to authorize, settle and manage credit card and electronic check transactions from a Web site, retail store, mail order/telephone order (MOTO) call center or mobile device since 2004. These solutions transmit transaction data over the Internet and manage submission of payment information to the credit card and Automated Clearing House processing networks. The Company offers payment processing through its Internet Protocol (IP) based secure payment gateway services that enable online and other merchants to authorize, settle, manage risk, and manage credit card or electronic check transactions via Physical Card Swipe Terminals, Web sites and mobile devices.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation





The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).





The consolidated financial statements include the accounts of Globalpaynet and its wholly owned operating subsidiary Globus Payments LTD (“Globus”). All significant inter-company balances and transactions have been eliminated in consolidation.





Development Stage Company





The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





Cash and Cash Equivalents





The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.




F-6





Marketable Securities





Marketable securities are classified as available-for-sale as of the balance sheet date and are reported at fair value with unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and permanent declines in value, if any, on available-for-sale securities are reported in other income or expense as incurred.





At December 31, 2009 and 2008, the fair value of the Company’s marketable securities available for sale totaled $676,381 and $1,763,116, respectively.  From inception and through December 2009, these securities served as collateral for the Company’s short-term bank borrowings, which totaled $527,763 on December 31, 2008.  As of December 31, 2009, the borrowings were fully repaid.





Property and Equipment





Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred. The Company’s property and equipment is comprised of computers, software and office furniture. .  Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from five (5) years to ten (10) years.  Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of income and comprehensive income.  Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Depreciation expenses for the years ended December 31, 2009 and 2008 was $23,430 and $11,848, respectively.





Impairment of Long-Lived Assets





The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include equipment, software and hardware, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.





The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.





The Company determined that there were no impairments of long-lived assets as of December 31, 2009 or 2008.





Fair value of financial instruments





The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:




F-7




Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.





The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.





The Company revalues its marketable securities at every reporting period and recognizes the unrealized gains or losses in the consolidated balance sheet under comprehensive income (loss) that are attributable to the change in the fair value of the marketable securities.  The Company has no other assets or liabilities measured at fair value on a recurring basis.





Revenue Recognition





The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.





Foreign Currency Transactions





The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions.  Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than the U.S. Dollar, the Company’s reporting currency or the Canadian Dollar, the Company’s operating subsidiary's functional currency.  Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid.  A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or lossthat generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction dateor the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.




F-8




Stock-based compensation for obtaining employee services and equity instruments issued to parties other than employees for acquiring goods or services





The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification and accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.





Income Taxes





The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.





The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.





Comprehensive Income





The Company has applied section 220-10-45 of the FASB Accounting Standards Codification. This statement establishes rules for the reporting of comprehensive income and its components.  Comprehensive income, for the Company, consists of net income and foreign currency translation adjustments and is presented in the Company’s Consolidated Statements of Income and Comprehensive Income and Stockholders’ Equity.





Net Loss per Common Share





Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 200,000,000 options outstanding as of December 31, 2009 and 2008, which were excluded from the calculation because their effect would be anti-dilutive.




F-9





Recently Issued Accounting Pronouncements





In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009.  Commencing with its annual report for the year ending December 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting; of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.





Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.





In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99” which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities.  The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.





In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value”, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset, and b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements.  The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.





In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99”,which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.





In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 “Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees”.  This update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer commentAccounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.




F-10





In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 “Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.





In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.





In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:





1.
A subsidiary or group of assets that is a business or nonprofit activity


2.
A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture


3.
An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).





The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:





1.
Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.


2.
Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.





F-11




If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.





NOTE 3 – GOING CONCERN





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.





As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $21,594,873 at December 31, 2009, and had a net loss and cash used in operations of $7,413,608 and $886,991, respectively, for the year ended December 31, 2009, with minimal revenues since inception.





While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.





The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





NOTE 4 – SHORT TERM BORROWINGS





The Company has historically borrowed funds based on margin available and fully secured by it marketable securities.  At December 31, 2009, and 2008, $0 and $527,763, respectively, was outstanding.





NOTE 5 - STOCKHOLDERS’ EQUITY





The Company’s authorized capital stock consists of 300,000,000 shares of common stock at a par value of $0.001 per share (“Common Stock”), and 5,000,000 shares of preferred stock at a par value of $0.001 per share (“Preferred Stock”).  Of the 5,000,000 shares of authorized preferred stock, 1,000,000 shares are designated “Class A Preferred” stock.





Preferred Stock





As of December 31, 2009 and 2008, all 1,000,000 shares of Class A Preferred stock were issued and outstanding and held by Alain Ghiai, the Chief Executive Officer.





The shares were issued to Alain Ghiai, the Company’s President, Chief Executive Officer and Director for services rendered in September 2007.  The Company received no cash proceeds from the issuance of the shares to Mr. Ghiai.  The shares of Preferred Stock were issued to Mr. Ghiai as an accredited investor (“holder”).




F-12





Holders of Class A Preferred Stock are entitled to vote on all matters submitted to a stockholder vote.  For example, if a particular matter requires the approval of a simple majority of the holders of the Company’s outstanding stock, holders of the Series A Preferred Stock would control 51% of the vote, and if a particular matter before the shareholders requires the approval of a supermajority of the holders of the Company’s outstanding stock, holders of the Series A Preferred Stock would control 76% of the vote, in each case automatically and without any further action required by either the holders of the Series A Preferred Stock or by the Board of Directors.





The Preferred Series A do not contain any rights to dividends; have no liquidation preference; are not to be amended without the holders approval; are not convertible; are senior to all other securities; and primarily control all voting.  The Preferred Series A were valued at $3,118,000 based upon industry specific control premiums and the Company’s market cap at the time of the transaction.





Common Stock





On April 15, 2007, the Company issued 7,980,000 common shares at $0.50 per share pursuant to a non-U.S. Share Private Placement and Subscription Agreement with Andorra Banc Agricol Reig, SA for an aggregate purchase price of $3,999,000.  The Company also issued 1,600,000 common shares as a placement fee.  Cash proceeds, net of placement costs, totaled $3,690,075.





On June 15, 2007, the Company issued 5,320,000 common shares at $0.50 per share pursuant to a non-U.S. Share Private Placement and Subscription Agreement with Andorra Banc Agricol Reig, SA for an aggregate purchase price of $2,704,000.  The Company also issued 500,000 common shares as a placement fee.  Cash proceeds, net of placement costs, totaled $2,261,000.





On June 18, 2007, the Company completed a private placement of 133,333 common shares at $0.75 per share for an aggregate purchase price of $100,000.





In July 2007, the Company issued 1,000,000 as part of the acquisition by the Company of E-Shopping Technologies, Inc. The shares were recorded at fair market value on the date of grant, or $0.50, or an aggregate of $500,000. See also Item 13 of this Annual Report on Form 10-K.





On March 31, 2008, The Company completed a private placement of 540,000 common shares at $0.80 per share.  Cash proceeds, net of $32,615 placement costs, totaled $398,845.





On July 7, 2008 the Company issued 1,000,000 common shares in payment for services.  The shares were recorded at fair market value on the date of grant, or $0.80, or an aggregate of $800,000.





In October 2008 the Company completed a private placement of 11,625 common shares at $2.00 per share for an aggregate purchase price and cash proceeds of $23,250.





In February 2009, the Company issued 128,190 common shares in payment for services.  The shares were recorded at fair market value on the date of grant, or $0.80, or an aggregate of $102,252.





In February 2009, the Company issued 100,000 common shares in payment for services.  The shares were recorded at fair market value on the date of grant, or $0.80, or an aggregate of $80,000.





In July 2009, the Company issued 50,000 common shares in payment for services.  The shares were valued at $0.30 per share, or an aggregate of $15,000, which was the fair market value of the shares on the date of issuance.





In July 2009 the Company issued 58,493 common shares at $0.30 per share for an aggregate purchase price and cash proceeds of $16,505.





In December 2009, the Company issued 25,400 common shares in payment for services.  The shares were valued at $0.30 per share, or an aggregate of $7,620, which was the fair market value of the shares on the date of issuance.





On December 23, 2009, the Company issued 2,000,000 shares of its common stock pursuant to non-U.S. Share Private Placement Subscription Agreement with Pictet Private Equity Investors SA, a Switzerland entity, at $0.45 per share, for an aggregate purchase price and cash proceeds of $900,000.  The shares securities sold in this transaction have not been registered under the Securities Act of 1933, as amended (the “Act”) and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. This sale is exempt under Regulation S of the Securities Act of 1933 as no offers or sales were made to United States persons.





F-13





Stock Options





On January 17, 2008 the Company awarded stock options to Alain Ghiai for 200,000,000 shares in Common Stock.   The shares vest on January 17, 2010 (“vesting date”) and expire 52 years from issue date.  Provided that the Participant is employed with the Company on the vesting date, the Options may be exercised at a $2.00 price.  The options were valued at $11,013,251 using a lattice model with the following assumptions: 1% annual attrition rate, stock annual volatility of 121%, and a risk free interest rate of 4.27%.





The Company has recognized stock-based compensation expense pursuant to the two-year service period from January 17, 2008 through January 17, 2010.  Stock-based compensation expense for the years ended December 31, 2009 and 2008 totaled $5,499,093 and $5,258,036, respectively.  The unamortized portion, which totals $256,117, will be recognized as expense in fiscal 2010.





NOTE 6 – INCOME TAXES





Globalpaynet is a non-operating holding company.  Globus, the Company’s Canadian subsidiary is subject to Canadian income taxes.





United States Income Tax





Globalpaynet is incorporated in the State of Nevada and is subjected to United States of America tax law.





Canadian Income Tax





Our wholly owned subsidiary, Globus Payments, is subject to the tax laws of the Canada at the prevailing statutory rate of corporate income tax of 19.7%, but no provision for income taxes was made for the years ended December 31, 2009 and 2008 as Globus Payments did not have reportable taxable income for the period.





Deferred Tax Assets





At December 31, 2009, the Company has available for income tax purposes net operating loss (“NOL”) carry-forwards of $302,000 that may be used to offset future taxable income through the year ending December 31, 2029.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements since the Company believes that the realization of its net deferred tax assets of approximately $102,680 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $102,680.





Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $10,563 and $30,951 for the year ended December 31, 2009 and 2008, respectively.





Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:





For the year ended December 31,2009


2008Deferred tax assets:Net operating loss carryforward

$
102,680


$
92,117Total deferred tax assets


102,680



92,117Less: valuation allowance


(102,680
)


(92,117
)Net deferred tax assets

$
-


$
-





Reconciliation between the statutory rate and the effective tax rate is as follows at December 31:





2009


2008Federal statutory tax rate


34.0
%


34.0
%Utilization of net operating loss carryforward


(34.0
)%


(34.0
)%Effective tax rate


0.0
%


0.0
%




F-14




NOTE 7 – RELATED PARTY TRANSACTIONS





On January 18, 2008, Globus Payments Ltd., the Company’s wholly-owned subsidiary entered into a consulting agreement with Mr. Ghiai, the Company’s Chairman and Chief Executive Officer and sole director, whereby GPY agreed to pay Mr. Ghiai annual compensation of US$100,000 in cash for services rendered by Mr. Ghiai to GPY.  GPY will also reimburse Mr. Ghiai for any out-of-pocket expenses incurred in connection with the performance of his duties pursuant to the consulting agreement.  The consulting agreement has a five-year term, which will automatically renew for successive five-year periods unless notice is given by either party.  At December 31, 2009, $100,000 remained outstanding pursuant to the agreement.





Transactions with GlobeXPayNet S.A.  In August 2007, the Company established a relationship with GlobeXPayNet S.A. (“GBX”), in Switzerland and placed it in charge of all international sales and developments for Globalpaynet Holdings Inc. and its Canadian subsidiary Globus Payments Ltd.  GBX. contracts with the Company’s subsidiary Globus Payments Ltd. to perform all of its PCI compliance work.  As of the date of this report, GBX.’s sole director is Alain Ghiai, who is also a director, president and majority stockholder of the Company.  Payments to GBX for the years ending December 31, 2009 and 2008 totaled $256,294 and $967,842, respectively.





NOTE 9 – SUBSEQUENT EVENTS





The Company has evaluated all events that occur after the balance sheet date as of December 31, 2009 through May 14, 2010, the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.




F-15





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





On August 14, 2009, Globalpaynet’s board of directors dismissed Moore & Associates, Chartered, its independent registered public accounting firm. On the same date, August 14, 2009, the accounting firm of Seale and Beers, CPAs was engaged as GPN’s new independent registered public accounting firm. GPN’s Board of Directors, approved of the dismissal of Moore & Associates, Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the GPN’s audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 contained a going concern qualification in GPN’s audited financial statements.




During GPN’s two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on GPN’s financial statements, nor were there any up to and including the time of dismissal on August 14, 2009.




On August 27, 2009, the Public Company Accounting Oversight Board (“PCAOB”) revoked the registration of Moore and Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation of a PCAOB investigation.




On August 14, 2009, GPN engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, GPN did not consult Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K.




On December 23, 2009, Globalpaynet’s Board of Directors dismissed Seale and Beers, CPAs, its independent registered public account firm. On December 28, 2009, the accounting firm of Li & Company, PC was engaged as GPN’s new independent registered public accounting firm. GPN’s Board of Directors, acting as Audit Committee approved of the dismissal of Seale and Beers, CPAs and the engagement of Li & Company PC as its independent auditor. None of the reports of Seale and Beers, CPAs with respect to the quarterly period ended June 30, 2009, the only period for which Seale and Beers, CPAs provided such a report, contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.




During the interim period for which Seale and Beers was engaged, there were no disagreements with Seale and Beers, CPAs, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers, CPAs satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on GPN’s financial statements.




On December 28, 2009, GPN engaged Li & Company PC as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, GPN has not consulted Li & Company PC regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K.





ITEM 9AT. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures




We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, to allow timely decisions regarding required disclosure. Our CEO performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2009. Based on that evaluation and as described below under “Management’s Report on Internal Control over Financial Reporting,” we have identified a material weakness in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)). This weakness involves our lack of sufficient professional staff to adequately prepare and review our financial statements, and as a result, we have been unable to timely file reports with the Securities and Exchange Commission. This weakness is described in more detail in the next section. Solely as a result of this material weakness, our management, concluded that our disclosure controls and procedures were not effective as of December 31, 2009.




14





Management’s Report on Internal Control over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the interim or annual Consolidated Financial Statements.





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





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





As of the end of the period covered by this report (December 31, 2009), the Company’s Chief Executive Officer performed an evaluation of the effectiveness the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.





Based upon this evaluation, the Company’s Chief Executive Officer concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009.   This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





Due to the nature of the size and early stage of the Company, it had insufficient professional staff to adequately prepare and review its financial statements , and as a result, it has been unable to timely file reports with the Securities and Exchange Commission.  The limited size of the staff resulted in inadequate segregation of duties consistent with control objective and ineffective controls over period end financial disclosure and reporting processes.  Additionally, the lack of a functioning audit committee resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures;





Management’s Remediation Initiatives





Subsequent to December 31, 2009, the Company took steps to improve its internal controls over financial reporting by engaging additional professional accounting staff to perform a thorough analysis of our financial transactions and to establish additional procedures to ensure proper recording of all transactions, thereby segregating duties consistent with control objectives. Management believes such staff is also qualified to oversee our financial reporting in the absence of a functioning audit committee.   We believe these steps have improved our internal control over financial reporting.  We continue to seek qualified individuals to serve on our Board of Directors and in the capacity of an audit committee, though we anticipate that such addition will be after we are no longer a development stage company.




Changes in internal controls over financial reporting




There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.




ITEM 9B.  OTHER INFORMATION




None.




15





PART III





ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Our sole director will serve until the next annual meeting of stockholders. Our officers and key employees and consultants are appointed by our Board of Directors and serve at its discretion.





Current Directors and Executive Officers





Our board of directors currently consists of one member. There are no arrangements or understandings between our director or any other persons pursuant to which he has been selected as director, other than as described below. Mr. Ghiai owns 1,000,000 shares of our Class A Preferred Stock. The Class A Preferred Stock owned by Mr. Ghiai insures that he will have effective voting control regarding the election of additional directors or his removal as director..There are no “family relationships” among the directors, as that term is defined by the Securities and Exchange Commission. Set forth below is our current Board of Directors, including each member’s age and position with Globalpaynet.





Name

Age

PositionAlain Ghiai

42

Chief Executive Officer, Chief Accounting Officer, President, Secretary, Treasurer, Chairman of the Board





Our Articles of Incorporation provide for a Board of Directors ranging from 1 to 10 members, with the exact number to be specified by resolution of the board. All Directors hold office until the next annual meeting of the shareholders following their election and until their successors have been elected and qualified. The Board of Directors appoints Officers. Officers hold office until the next annual meeting of our Board of Directors following their appointment and until their successors have been appointed and qualified.





Alain Ghiai





Executive Chairman, Founder, CEO





Alain Ghiai has served as CEO and Chairman of Globalpaynet  since 2004 when he founded GPN and Globus Payments Ltd, our wholly owned subsidiary.  As such, Mr. Ghiai is responsible for the funding, development and commercial deployment of our technology.




In 2002, utilizing his e-commerce experience gained from a successful ecommerce venture, Ghiai gathered his technology team to develop an IP Gateway processing platform, which resulted in the formation of GPN in 2004.  Mr. Ghiai plans to use his experience as an entrepreneur and a vast network of business contacts , to turn the Globalpaynet group into a global leader in secure data processing and storage.




Mr. Ghiai also has served as Chairman of GlobeX Data S.A. which was incorporated in Switzerland in 2007 , and GlobeX Data Ltd,  its wholly owned subsidiary in the United Kingdom.  GlobeX is our European partner with whom the Company has contracted to develop Paystream and to market and distribute Paystream  in non-U.S and Canadian markets.  Globex has also licensed  the Company to sell and distribute its products, Securus and EHRmedi, in the US.  As Chairman, Mr. Ghiai oversees all compliance issues relating to PCI-DSS and HIPAA certifications, as well as large partnerships and certifications.




Mr. Ghiai holds a BofARCH from California College of the Arts in San Francisco California.   Mr. Ghiai is a citizen of Belgium and a resident of Switzerland.





Significant Employees





The Company uses independent contractors who are compensated on a commission or contract basis, and does not currently have any employees.





Section 16(a) Beneficial Ownership Reporting Compliance





Because our securities are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our officers, directors and greater than 10% holders are not subject to Section 16(a) of the Exchange Act (which requires officers, directors and greater than 10% holders to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of equity securities of a company).




16





Code of Ethics





Globalpaynet has not adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, mainly because currently all of these positions and functions are carried out by one individual, Alain Ghiai, and the Company believes that adopting a code of ethics applicable to only one individual would be unnecessary. However, as the Company expands and additional executive officers are appointed, the Company intends to adopt a code of ethics.





Nominating Committee; Nominating Procedures





Globalpaynet currently does not have a nominating committee and does not presently plan to establish a nominating committee. The Company has not implemented any formal procedures pursuant to which securityholders may recommend nominees to the Company’s board of directors.





Audit Committee





Globalpaynet currently does not have an audit committee and has not made a determination of whether there it has a financial expert. The Company does not presently plan to establish an audit committee. However, if an audit committee is established, the Registrant will make the proper disclosures on Form 8-K.





ITEM 11.   EXECUTIVE COMPENSATION





The following table sets forth all compensation awarded to, earned by or paid to the Company’s Named Executive Officer for all services rendered to us during the fiscal years ended December 31, 2009, 2008, and 2007:




SUMMARY COMPENSATION TABLEName and

principal position

Year

Salary

($)(4)


Bonus

($)


Stock Awards

($)(1)(2)


Option Awards

($)(1)(3)


Non-Equity Incentive Plan Compensation

($)


Nonqualified Deferred Compensation Earnings

($)


All Other Compensation

($)


Total

($)Alain Ghiai,

2009


110,417



—



—



5,499,094



—



—



—



5,609,511Chairman

2008


90,000



—



—



5,258,040



—



—



—



5,348,040and CEO

2007


—



—



3,118,000



—



—



—



—



3,118,000


———————


(1)            Assumptions used in the calculation of these amounts are included in footnote 5 to our audited financial statements included in this Annual Report on Form 10-K.


(2)            Represents the fair value of the stock on the date of grant.  On September 28, 2007, the Company granted Mr. Ghiai 1,000,000 shares of the Company’s Class A Preferred Stock.  Pursuant to the terms of the Class A Preferred, Mr. Ghiai effectively will retain total voting control of the Company regardless of the number of shares of common stock issued.  The grant was authorized by the Board of Directors for the purpose of providing voting control to Mr. Ghiai and enable him to take actions to facilitate the Company’s growth.


(3)            On January 17, 2008, the Company granted Mr. Ghiai an option to purchase 200,000,000 shares of the Company’s common stock with an exercise price of $2.00 per share. The option became exercisable in full on January 17, 2010 and expires on January 17, 2060 unless Mr. Ghiai’s service to the Company is earlier terminated, in which case the option will expire three months after Mr. Ghiai’s termination date.  The amount of the grant was determined by the Board of Directors who considered the following metrics: the number of shares underlying the grant was approximately 5.5 times the then outstanding shares and the equivalent of an annual allotment of 4 million shares its 50 year term, which annual amount is approximately 10% of the then-outstanding shares of the Company; as well as an exercise price of approximately 4 times of the sales price of recent placements of the Company’s Common Stock.  The Board further considered that the grant would be subject to dilution in future equity transactions, and that the lengthy term and above market exercise price provides incentive to Mr. Ghiai to increase the value of the Company by similar metrics.


(4)            Reflects amounts paid pursuant to the consulting agreement between Globus Payments, Ltd. and Mr. Ghiai.





17




OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END





The table below summarizes the awards under the Corporation's equity incentive plans for the Company’s named executive officer outstanding as of December 31, 2009.




Option Awards



Stock AwardsNumber of

Securities Underlying

Unexercised Options

(#)


Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned


Option Exercise

Option Expiration

Option Vesting

Number of Shares or Units of Stock That Have Not


Market Value of Shares or Units of Stock That Have Not


Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not


Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have NotName

Exercisable


Unexercisable


Options (#)


Price ($)

Date

Date

Vested (#)


Vested ($)(1)


Vested (#)


Vested ($)Alain Ghiai


—



200,000,000



—



2.00

1/17/2060

1/17/2010


—



—



200,000,000



—


The option to purchase 200,000,000 shares of the Company’s common stock granted to Mr. Ghiai on January 17, 2008 at an exercise price of $2.00 per share is our only outstanding equity award as of December 31, 2009. The option became exercisable in full on January 17, 2010 and expires on January 17, 2060 unless Mr. Ghiai’s service to the Company is earlier terminated, in which case the option will expire three months after Mr. Ghiai’s termination date.





Director Compensation.





Our directors are not compensated for their service as members of our board of directors.





Employment Agreements.Currently, we do not have any written employment or consulting agreements. On January 18, 2008, our wholly-owned subsidiary, Globus Payments Ltd., entered into a consulting agreement with Alain Ghiai, our Chairman and Chief Executive Officer, whereby Globus Payments Ltd. agreed to pay Mr. Ghiai yearly compensation of US$100,000 in cash for services rendered by Mr. Ghiai to Globus Payments Ltd. The agreement can be terminated with 15 days notice with no penalties, carries a five year term, and is automatically renewed for an additional term unless terminated with thirty days’ written notice.  The agreement includes customary confidentiality and ownership of work product by the Company terms.  As of December 31, 2009 and 2008, approximately $100,000 and $81,659, respectively, pursuant to this consulting agreement remained unpaid.





COMPENSATION DISCUSSION AND ANALYSIS





Currently, we do not pay a salary to our sole employee, Alain Ghiai, our Chairman and Chief Executive Officer. We believe that Mr. Ghiai is best compensated with equity awards because such compensation will enable Globalpaynet to conserve its cash position while providing Mr. Ghiai an incentive to grow Globalpaynet and create  a sustainable revenue stream, in order to increase the value of his options, which have an exercise price of $2.00 per share, well above market price of approximately $0.50 per share on the grant date. The grant was issued to provide additional incentive for Mr. Ghiai to remain in the employment of Globalpaynet and to facilitate an increase in the Company’s market value.  The option became exercisable after he completed two years of service to the Company on January 17, 2010, with a term of 50 years, or three months after Mr. Ghiai ceases to be employed by the Company.




18





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





The following table sets forth the amount and nature of beneficial ownership of any class of Globalpaynet’s voting securities of any person known to Globalpaynet to be the beneficial owner of more than five percent of Company’s the outstanding shares, as of the close of business on May 4, 2010.  Alain Ghiai is currently the only member of our management team, therefore no separate table has been provided solely for management ownership.





Title of Class

Name and Address of Beneficial Owner

Amount & Nature of Beneficial Ownership


Percent of

Class (1)Common Stock

Alain Ghiai

14 Rue du Rhone

Geneve 1204 Switzerland


211,816,940
(2)


88.09
%Common Stock

Andorra Banc Agricol Reig

SACalle Manuel Cerqueda 1

AD700 Escaldes Engordany


13,300,000



32.72
%Common Stock

Renovatio Media Group SA

14 Rue du Rhone

Geneve 1204 Switzerland


6,153,190



15.21
%Common Stock

Catalyst Capital Holdings Ltd

Foresight Capital Holdings, Ltd

Griffin Capital Holdings Ltd.

Edelweiss Capital Holdings Ltd. (3)


2,980,000



7.37
%Class A Preferred Stock

Alain Ghiai


1,000,000
(3)


100
%





(1) Percentages are calculated based on 40,643,748 shares of common stock and 1,000,000 shares of Class A Preferred Stock issued and outstanding as of May 4, 2010, unless otherwise noted.





(2) Percentage is calculated based on 240,643,748, which includes vested options to purchase 200,000,000 shares of common stock. Mr. Ghiai’s common stock ownership includes the following:





-
3,978,750 shares owned directly by Mr. Ghiai,





-
6,153 ,190 shares owned directly by Renovatio Media Group S.A. (“Renovatio”), of which Mr. Ghiai is the sole director .  Includes shares held in its former name, Maisonette Group SA;




-
990,000 shares owned directly by Globus Communications, a division of Renovatio; and





-
695,000 shares owned directly by Globus Media Ltd., which is a wholly-owned subsidiary of Renovatio and of which Mr. Ghiai is the sole director.





-
Options to purchase 200,000,000 shares of common stock at a per share exercise price of $2.00.





(3) Pursuant to the terms of the Class A Preferred Stock, the owner of the Class A Preferred Stock will effectively retain total voting control of Globalpaynet regardless of the number of shares of common stock issued. No other person is the beneficial owner of more than five percent of any class of Globalpaynet’s voting securities.





Change of Control.





To Globalpaynet’s knowledge, there are no arrangements, which may result in a change of control of Globalpaynet.





ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





E E-Shopping Technologies Purchase.  On July 31, 2007, a wholly-owned subsidiary of the Registrant, Globus Payments Ltd., entered into an agreement to purchase E-Shopping Technologies Ltd. from Renovatio Media Group S.A. (“Renovatio”).  As consideration for the sale, Globalpaynet Holdings Inc. (“we” or the “Company”) paid Renovatio US$350,000 in cash and issued 1,000,000 shares of its common stock to Renovatio.  Alain Ghiai, our Chairman and Chief Executive Officer and our sole director, is the sole director of Renovatio.  As of the date of the purchase and sale of E-Shopping Technologies Ltd., Mr. Ghiai was one of two members of the Board of Renovatio. The other board member also approved the terms of the sale.





19





Grant of Class A Preferred Stock.  On September 28, 2007, Globalpaynet issued 1,000,000 shares of its Class A Preferred Stock to Mr. Ghiai, our Chairman and Chief Executive Officer and our sole director.  Pursuant to the terms of the Class A Preferred, Mr. Ghiai effectively will retain total voting control of Globalpaynet regardless of the number of shares of common stock issued.





Option Grant.  On January 17, 2008, Globalpaynet granted Mr. Ghiai, our Chairman and Chief Executive Officer and our sole director, an option to purchase 200,000,000 shares of Globalpaynet’s common stock with an exercise price of $2.00 per share.  The option is exercisable in full beginning on January 17, 2010 and expires on January 17, 2060 unless Mr. Ghiai’s service to Globalpaynet is earlier terminated, in which case the option will expire three months after Mr. Ghiai’s termination date.





Share Transfer.  On February 20, 2008, the Board of Directors of Maisonette International Enterprises, Inc., a Nevada corporation (“Maisonette”), authorized the transfer of 2,500,000 of Globalpaynet’s shares held by Maisonette to Mr. Ghiai, our Chairman, Chief Executive Officer and sole director, as compensation to Mr. Ghiai for having secured a loan on behalf of Maisonette with Mr. Ghiai’s personal assets.  At the time of the transfer, Mr. Ghiai was the sole director and chairman of Maisonette, a position which he has since resigned.





Consulting Agreement.  On January 18, 2008, Globus Payments Ltd., a wholly-owned subsidiary of Globalpaynet (“GPY”), entered into a consulting agreement with Mr. Ghiai, our Chairman and Chief Executive Officer and our sole director, whereby GPY agreed to pay Mr. Ghiai yearly compensation of US$100,000 in cash for services rendered by Mr. Ghiai to GPY.  GPY will also reimburse Mr. Ghiai for any out-of-pocket expenses incurred in connection with the performance of his duties pursuant to the consulting agreement.  The consulting agreement has a five-year term, which will automatically renew for successive five-year periods unless notice is given by either party.





Transactions with GlobeX Data S.A. In August 2007, we entered into a Market Agreement with GlobeXPayNet S.A ., now GlobeX Data, S.A. (“GlobeX” and “ GBX”), in Switzerland and placed it in charge of all international sales and developments for Globus Payments Ltd.   We paid GlobeX a one-time fee of EUR500, 000 in exchange for GlobeX’s services to secure a global marketing partner in the payment and to actively promote and distribute Paystream offerings in Europe, the Middle East, and Africa.  During the ten year term of the agreement, no further payments will be made to GlobeX for such activities, and GlobeX will pay to Globalpaynet 20% of the gross revenue it generates from the sale of Paystream offerings.  Our subsidiary, Globus Payments, Ltd, has also contracted with GlobeX to perform all its PCI compliance work and to maintain its systems. Payments to GlobeX for this compliance and maintenance work for the years ending December 31, 2009 and 2008 totaled $256,294 and $967,842, respectively.  We will also use GlobeX’s data centre to store Paystream transaction data, and we plan to market and distribute GlobeX’s Securus and EHRmedi offerings.  Alain Ghiai is a member of GlobeX Data S.A.’s board of directors; Mr. Alain Ghiai is also our sole director, president and majority stockholder.




We currently have no policies or procedures for the review, approval or ratification of related-party transactions.





ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.





Audit Fees





For the fiscal year ended December 31, 2009, our principal accountant, Li and Company, PC, billed approximately $16,250 for the audit of our annual financial statements for the years ended December 31, 2009 and 2008 and for the period from December 30, 2004 (inception) through December 31, 2009.





Audit-Related Fees





There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under “Audit Fees” for fiscal year 2009.





Tax Fees





There were no fees billed for tax compliance, tax advice, and tax planning services for fiscal year 2009.





All Other Fees





There were no other fees billed by our principal accountant other than those disclosed above for fiscal years.





20




ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES





EXHIBIT

NUMBER

DESCRIPTION

LOCATION3.1 - 3.2

Articles of Incorporation and Bylaws

Incorporated by reference to the Form 10SB12G filed on January 31, 2006.3.3

Certificate of Amendment to Articles of Incorporation filed June 18, 2007

Incorporated by reference to the Form 8-K filed August 6, 20073.4

Articles of Amendment to Articles of Incorporation filed April 4, 2007

Incorporated by reference to the Form 8-K filed August 6, 20073.5

Certificate of Designation of Class A Preferred Stock

Incorporated by reference to the Form 8-K filed October 4, 200710.1

Globalpaynet Holdings Inc. stock option agreement dated January 17, 2008 by and among the Registrant and Alain Ghiai

Incorporated by reference to the Form 8-K filed January 23, 200810.2

Globus Payments Ltd. consulting agreement with Alain Ghiai, dated January 18, 2008

Incorporated by reference to the Form 8-K filed January 23, 200810.3

Acquisition agreement by and among Globus Payments Ltd., E-Shopping Technologies Ltd. and Renovatio Media Group S.A., dated July 31, 2007

Incorporated by reference to the Form 8-K/A filed August 15, 200710.4

Non-US Share Private Placement Agreement with Andorra Banc Agricol Reig, S.A., dated April 15, 2007

Incorporated by reference to the Form 8-K/A filed April 25, 200710.5

Non-US Share Private Placement Agreement with Andorra Banc Agricol Reig, S.A., dated June 18, 2007

Incorporated by reference to the Form 8-K filed June 21, 200710.6

Non-US Share Private Placement Agreement with Woodrush Ltd., dated June 18, 2007

Incorporated by reference to the Form 8-K filed June 21, 200710.7

Non-US Share Private Placement Agreement with Pictet Private Equity Investors, S.A. ,dated December 23, 2009

Incorporated by reference to the Form 8-K filed December 30, 200921.1

Subsidiaries of the Registrant

Filed herewith23.1

Consent of Independent Registered Accounting Firm

Filed herewith31.1

Rule 13a-14(a)/15d-14(a) Certification (CEO)

Filed herewith31.2

Rule 13a-14(a)/15d-14(a) Certification (Principal  Accounting Officer)

Filed herewith32.1

Section 1350 Certification (CEO)

Filed herewith32.2

Section 1350 Certification (Principal Accounting Officer)

Filed herewith





21





SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of September , 2010.





GLOBALPAYNET HOLDINGS INC.,

a Nevada CorporationBy:
/s/ ALAIN GHIAIAlain Ghiai

Chief Executive Officer, Chief Financial Officer and Chairman

of the Board





In accordance with the requirements of the Exchange Act, this report has been signed by the following persons in the capacities with Globalpaynet Holdings Inc. and on the dates indicated.





Signature

Title

Date/s/ ALAIN GHIAI

Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer & Chairman of the Board

September 13, 2010Alain Ghiai