UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




———————


FORM 10-K/A


(Amendment No. 1)


———————




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. 1 to Form 10-K  (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 which the Registrant previously filed with the Securities and Exchange Commission on May 18, 2010 (the “Original Filing”).  The Registrant is filing this Amendment to include additional disclosure in Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 11 Executive Compensation, and Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
  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


24Item 1B.
Unresolved Staff Comments


24Item 2.
Properties


24Item 3.
Legal Proceedings


24Item 4.
(Removed and Reserved)


24PART IIItem 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


25Item 6.
Selected Financial Data


26Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


26Item 7A.
Quantitative and Qualitative Disclosures About Market Risk


30Item 8.
Financial Statements and Supplementary Data


31Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


42Item 9AT.
Controls and Procedures


42Item 9B.
Other Information


42PART IIIItem 10.
Directors, Executive Officers and Corporate Governance


43Item 11.
Executive Compensation


44Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


46Item 13.
Certain Relationships and Related Transactions, and Director Independence


46Item 14.
Principal Accounting Fees and Services


47PART IVItem 15.
Exhibits and Financial Statement Schedules


48Signatures



49Index to Consolidated Financial Statements


F-1




i




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




We were 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.




GlobalPayNet Holdings Inc. (the“Company”) is a information technology holding group incorporated in Nevada, and headquartered in Seattle WA, with subsidiaries and partnerships in Canada and Europe. The Company provides solutions and services to securely manage and store highly confidential electronic data such as Electronic Payments, Electronic Health Records and other sensitive data exchanged through the Internet by businesses of all sizes. These services are provided in compliance with the Payment Card Industry Data Security Standard, (PCI DSS) and the Health Insurance Portability and Accountability Act of 1996 (HIPAA).




1




The primary businesses where the Company can leverage its know-how and technology into a Unique Selling Proposition are:




●
Electronic IP-Based Payment Transactions


●
Electronic Health Record Management


●
PCI DSS Compliant Secure Storage of sensitive information


●
Secure web hosting, Secure data storage, disaster recovery and business continuity


●
PCI DSS Compliance and forensic audit services





The Company’s business model is both subscription and transactional fee based. The company kept its expenditures under strict control during the years of pure development so that it is now debt free and ready to boost the commercialization of the services and solutions. Our management believes that our solutions and services are priced at levels that make them affordable to organizations of all sizes. We believe that this will help differentiate us from  the products of our main competitors.





The company’s Distinctive Business Value relies on the following tenets:





●
Solid entity with international reaches for global data processing (USA, Canada, EU)


●
Service oriented company with innovative services and products


●
Transactional based SaaS business model with a variety of innovative on-demand products generating very high margin recurring fees


●
Experienced management and software development team, tight management of costs and a light and infinitely scalable structure


●
Entirely owned Intellectual Property on software and hardware infrastructure.


●
State of the art technology platform compliant with international data security standards and continually updated


●
Partnerships with Global 100 companies already in place (SAP, RBS, HSBC etc.)


●
Operating in the global electronic payment processing field, Health IT and, data security and storage for all sizes of enterprises on the web and mobile networks.


●
Exceptional forecast of profit and turnover growth in the next 5 years. Realistic targets based upon an organic growth strategy deliverable from the existing asset base.


●
“Global but Local” concept (we are present in 2 continents, 8 countries and can underwrite merchant accounts in 31 countries, including China)





The Company is insulated from rising defaults and late payments, because unlike American Express and Discover Financial Inc., the Company does not extend credit to cardholders. All the risks are with the banks and other underwriters.





Mission


To provide public and private organizations highly secure electronic data transaction services globally.





The business model is both subscription (SaaS-Software as a Service) and transactional fee based, which makes the margins very attractive. The company kept its expenditures under strict control during the years of pure development so that it is now debt free and ready to boost the commercialization of the services and solutions. This is being done by hiring highly technically skilled people with a strong track record in leading the sales and operations of technology companies. The technical knowledge of the management team together with the light structure enables the Company and its partners to foresee the coming market needs and rapidly react accordingly without the burden of a heavy hierarchy. Rigidity and slow reaction to the evolving market situation are among the most severe hindrances of the main competitors.





The Company’s solutions and services are priced at levels that make them affordable to organizations of all sizes unlike the products of its main competitors.




2




We offer our services in the USA, Canada, and the European Union primarily through a network of outside sales partners, merchant banking partners, third party solution providers, and inside sales team to merchants that sell products or services online. We were incorporated in 2004 in Nevada, USA and have offices in Seattle WA USA, and Vancouver BC Canada, and have our R&D offices in Kamloops BC Canada. Our European partner, GlobeXPayNet S.A. is headquartered in Geneva, Switzerland and has offices located in Warsaw Poland, Milan Italy, Dusseldorf Germany, Paris and Nice France and London United Kingdom.




Our principal offices are located at 701 Fifth Ave., Suite 4200, Seattle, WA 98104, and our telephone number is (206) 262-7533.  We are incorporated under the laws of the State of Nevada.  Our website address is www.globalpaynet.com.  Information contained on our website is not a prospectus and does not constitute part of this prospectus.





We believe our advantage over our competition is that we offer a host of services under one seamless offering, whereas the competition needs to outsource most of the same services to offer to its clients. We believe our products are more competitive and easier to manage because all of our product divisions function under a common technology and management base and this in turn creates a one-stop shop solution for the customer. In addition, we believe our sustainable advantage is that we are able to custom tailored products and services to our clients needs very competitively and in a global geographic setting.





Industry position




In the electronic payment hierarchy, the company with its PayStream product is positioned at a key point in the payments value chain. All transactions relying on electronic payments of credit or debit cards and e-checks have to pass through a processing IP gateway no matter the concerned business or the amount transacted. The PayStream platform is up and running and integrated with major global clearing and settling platforms including DataCash, Chase Paymentech, VeriFone, FirstData, Global Payments, Deutsche Bank, RBS, NatWest, HSBC, Barclays and Lloyds TSB Group plc.




Revenue is generated by way of monthly gateway fees, transactions fees and a percentage of transacted amounts paid by merchants. A growth in the number of processed transactions would imply an accordingly larger processing power, but the platform’s fundamentals are already in place and can scale up indefinitely. This enables the Company to maintain a very light and agile structure while the processed payments grow up with the number of subscribed merchants.




The same business model is carried onto the Company’s two other service lines, EHRmedi and Securus hosting.




For EHRmedi, the Company applies its advanced PCI DSS Level 1 and HIPAA compliant technology to the management of electronic health records. Using a PCI DSS, HIPAA and HL7 compliant platform, EHRmedi, can function as a complete EHR with added features such as PCI DSS complaint storage of digital imaging. A complex yet easy to use set of reporting tools makes EHRmedi, the perfect EHR, PM, EMR for any practice small or large, as well as a perfect tool to manage Health Information Exchanges (HIEs) for hospital groups or Health Information Networks. Using the Company’s multi-location and redundant hosting network, EHRmedi, can rival its competitors in stability, security, scalability and ease of deployment.




Securus hosting is the Company’s PCI DSS Level 1 secured data warehousing and compliance division. Securus hosting secures, stores and archives electronic data for businesses of all sizes. One of the key differential between Securus hosting and other hosting solutions is that it secures data through its PCI DSS Level 1 compliance and it is run out of the Company’s Swiss data centre. Securus hosting through its Securus digital audits also offers all available PCI DSS enterprise digital audit services. The Payment Card Industry (PCI) Data Security Standard (DSS) requires an annual onsite audit for Level 1 merchants or service providers well as a continuous testing every 90 days of all Internet connected organizations. These services are offered in conjunction with its partner SecurityMetrics Inc.




3




The PCI DSS onsite audit consists of a well-defined standard. This is unique in the security industry as many audits such as HIPAA and others are not well defined. Securus hosting also offers Securus pay, a secured PCI DSS Level 1 payment page tool allowing web and mobile-based companies to comply with the complex PCI DSS regulations without incurring the high costs of compliance. Securus pay is becoming a de-facto tool for all web and mobile-based global commerce. The business model is much the same as PayStreamTM whereas each merchant pays a monthly fee for Securus hostingTM and Securus pay services. These services can be bundled with PayStream or in the case of Health Care organizations they can be part of the EHRmedi services.




Strategic vision




The Company plans to use its technological advantage to target certain market segments. The strategy is to offer value added solutions at mass market prices that rival competitors’ products. The competition concentrates today on a pure pricing model and does not provide sufficient services for its merchants. The Company uses its network of partnerships worldwide in addition to its proprietary services in order to offer a much wider spectrum of choice to its customers and can offer superior service network and technology in order to provide the necessary tools for a solid growth of its clients businesses. The Company operates three divisions and combines all three divisions’ services into one practical and very compelling solution for its clients. No other competitor can compare to this combined service offering with such competitive pricing. The Company has a three-phase plan involved in its strategy.




Phase 1: Research and Development




This phase consists of building the most efficient, scalable and robust data transaction platform. This platform is connected to other integrators and partners in order to be competitive in its service offering and functions in a multi site global environment. GlobalPayNet completed its platform and integration phase as of January 2009. Continuous minor R+D is always done in order to maintain the platform and keep up with new technologies as well as continuing to integrate with various partners such as SAP etc.




Phase 2: Branding




This phase is underway and is to be completed by September 2009. GlobalPayNet has identified its three brands and divisions and is working with a specialized branding and web design firm in the United Kingdom in order to complete its work on time and on budget. The branding effort will yield a clear message to the client targets of each of the three divisions of GlobalPayNet. Once complete, GlobalPayNet will have about one dozen websites in five different languages across Europe and North America.




Phase 3: Commercialization




The commercialization of the main three product rages will take full effect once all documentation and marketing collaterals have been completed in phase 2. GlobalPayNet plans to commercialize its products through three main channels:




●
Channel partnerships and integration partners (SAP, web IT companies, banks)




●
A network of 10,000 Global VARs (Value Added Resellers, wholesalers)




●
SEO marketing, general public exposure (this is organic in growth and carries higher margins)




Go To Market Strategy




Partners’ network: develop a network of geographically localized partnerships with businesses providing complementary solutions. This will provide GlobalPayNet with a capillary sales channel network and will enable partners to market a wider offer.




Customers’ satisfaction: the complete control on the underlying technology will enable the provision of solutions fitting the customers’ needs.




●
Vertical markets: focus on specific verticals and expand over time:




●
Short Term: Financial services, ERP, Health, consider the advertisement sector.




●
Medium to Long Term: Expand into other verticals such as ISPs (through ASP model) and expand towards Security Compliance (e.g. PCI/DSS certification of existing secure data centers).




4




Channels: Develop Partner Strategy and Program by Type of Partner:




●
Technology Partners (e.g. SAP)




●
Implementation & Solution Partners (e.g. local IT integrators)




●
Managed Services Partners (e.g. ISPs, Web Sites creators)




Geography: Short term focus on U.S.A., Canada and Western Europe. Expand over time to East Europe growth markets and the GCC, Middle-Far East. The geographical expansion will be based on a clear business case.




Support: Focus on enabling partners to sell, up-sell and renewing. Establish Partner Service, Support and Training Teams that can grow as the network evolves. In the long term possibly develop a Certification.




Marketing: Include in the marketing strategy the partners’ needs and joint marketing programs with partners




Growth potential




Real-Time Electronic Payment Solutions – PayStream, mobiPayNet




The existing infrastructure is able to process more than 100 million payment transactions per year. Considering an average amount transacted in the order of 75 USD, the total current capacity in terms of transaction processing sums up to 7.5 billion USD per year. This capacity is being doubled by 2010 with more data processing capability opening Switzerland and Canada for GlobalPayNet and its partner.




e-commerce and m-commerce




E-commerce is a vast sector and m-commerce is growing exponentially and is finding more and more niche sectors for its use. These include m-commerce, subscription based models and alternative payment methods in EHRmedi’s mediPayNet application. GlobalPayNet is also looking to introduce its micro-payment tools in 2010. Micro-payments are used in various applications, such as the ever-expanding Pay-As-You-Go business models, the social networking industry, the gaming and ring-tone industry and the micro lending sector. GlobalPayNet connects the dots by offering a true multi-currency and multi-lingual Global payment platform.




GlobalPayNet is targeting two types of clients, both using GlobalPayNet’s recurring revenue services:




“wholesale” clients:




●
Larger companies, channel partners, integrators, myriad of sub-customers




●
Global 100 companies already in contract with Company




●
Low acquisition cost, exponential growth potential




“retail” clients:




●
Sales averaging USD 40,000/year, revenue per client min. USD 500/year.




●
Acquisition is organic through SEO, word of mouth, blogs etc...




●
Non-profit organizations (.org) represents unique opportunity




●
Compliance cost too high to them, Securus pay will be sold easily




●
Higher profit margins




PCI DSS Secure Data Management – Securus division




Companies of all sizes such as IP-based merchants, financial organizations, health care organizations and Internet connected organizations often need independent security audits to satisfy the requirements imposed by PCI Data Security Standards, GLBA, FDIC, NCUA, or HIPAA. GlobalPayNet has built a very solid Enterprise Best-Of-Class PCI DSS Level 1 platform in the past two years and has developed the Securus division around it. With a capacity that is extremely scalable and a true multi-site electronic data-warehousing network based in Switzerland and extending to Canada, it is ready to start its commercialization phase.




Securus offers three distinct brands, all of them functioning on the recurring revenue model:




5




Securus hosting




·
PCI DSS Level 1, HIPAA, FDIC complaint digital data warehousing, disaster recovery services.




·
Clients include financial, medical, research, private and government organizations




·
Integral part of EHRmedi and FiduSecure services




·
Global reach, Swiss based and warehoused




·
Highest level of encryption, redundant and scalable




Securus digital audits




·
PCI DSS Levels 1 through 4 compliance audits (mandated by VISA, MasterCard)




·
Small to large scale organizations (financials, medical etc.) physical forensic audits




·
Corporate partnership with PCI Europe, exclusive partner for Switzerland




·
Partnership with global PCI DSS compliance and audit firm




·
Value added offer for EHRmedi and FiduSecure services




Securus pay




·
PCI DSS Level 1 compliance for SMEs without the high compliance cost




·
Perfect for non-profit organizations, service industry, legal, accounting etc.




·
Value added for EHRmedi and FiduSecure (web secure CRM for fiduciaries)




·
Global client based, compatible with all standards




Mandatory for all e-commerce trade as per revised PCI DSS rules version 1.2




Securus hosting is the most environmental friendly solution for secure data storage. Studies have shown that carbon footprint is dramatically reduced when organizations chose an offsite hosting solution.




Web hosting solutions for individuals and micro companies – web4less




web4less is a web hosting and management service designed for smaller web non-ecommerce companies and individuals. web4less, plans to offer domain registration services, web hosting and bundled services and does not host its clients in a PCI DSS Level 1 environment. Cross selling with GlobalPayNet’s other services for micro-companies will be done via the web4less websites.




Electronic health data management solutions – EHRmedi




Healthcare is a global marketplace in which the majority of developed countries are facing many of the same issues of aging populations, increasing complexity and costs of medical treatments, government pressures to improve patient safety and contain rate of cost increases, and a reducing work force. In the USA alone, healthcare represents 17% of GDP, EHR (Electronic Health Record) adoption is being pushed by regulatory changes and President Barack Obama has earmarked US$20 billion for Health IT investments in the US alone. The European market is also embracing EHR adoption and the EMEA region represents the largest emerging market for EHRmedi.




EHRmedi has the potential to make a significant contribution to the better management of healthcare provision, to more efficient and cost effective use of resources and in areas such as better patient safety and clinical decision support for evidence based treatments. EHRmedi health care information system is comprised of up to 12 web-based integrated solutions or mediApplications that are optimized to support, physician, clinical, financial, pharmaceutical and administrative needs of health care organizations. Clients can implement GlobalPayNet’s full solution, or design their own solution by choosing one of the mediApplications that best match their unique needs.




Some of the advantages of EHRmedi are:




·
Web-centric, accessible from remote locations online and offline, perfect for telehealth




·
Secure data integrity and security to ensure full compliance with HL7, HIPPA privacy regulations and PCI DSS certification.




·
Cost effective and paperless, accessible and scalable to all practitioners, hospitals and health information exchanges (HIE).




·
Complete data management and medicine procurement management, including e-prescription, electronic file access/transfer, scheduling notifications, reporting and interactive tools.




·
Complete financial management, e-billing, EFT, ACH etc.




6




Aunique geographical positioning strategy




Political stability




Taking a glance at history, it is clear that the political risks can affect business even more seriously and decisively than the economic ones.




GlobalPayNet and GlobeXPayNet have two distinctive bases of operations:




·
Switzerland (representing International operations)




·
Canada (representing North American operations)




The Swiss Confederation is based on a federal system that historically evolved and gave the Cantons a considerable degree of political freedom and administrative autonomy. Switzerland's internal stability isn't impaired by the existence of different language groups and cultural regions. According to the World Competitiveness Yearbook 2008 Switzerland leads all international comparisons in matters of security, private prosperity, social coherence and political stability and ranks as the second most competitive in the world. Historically, thanks to the Swiss political solidity the Swiss Private Banking system was formed to provide a safe, stable haven for assets threatened by political instability.




Canada is a parliamentary democracy and a constitutional monarchy, with Queen Elizabeth II as its head of state. It is a bilingual and multicultural country, with both English and French as official languages at the federal level. Technologically advanced and industrialized, Canada is one of the world's wealthiest nations, with a high per-capita income, and is a member of the Organization for Economic Co-operation and Development (OECD) and the G8. Canada maintains a diversified economy that is heavily reliant upon its abundant natural resources and upon trade. Canada’s large resource rich land shields it from dependence of other countries for its basic energy and agricultural needs, making it a very self-sufficient country. According to the World Competitiveness Yearbook 2008 Canada ranks as the eighth most competitive country in the world.




Neutrality




Switzerland's neutrality was fixed in international law at the Vienna Conference of 1815 and cannot be changed without the consent of all powers involved.




Switzerland’s persistent neutrality has allowed it to afford monetary luxuries that most nations cannot afford. Staying neutral throughout WWI and WWII has allowed it to use government funds on energy research and development, while other European countries are constantly building and rebuilding armies.




Energy independence




As we are all witnessing at the present time, energy dependence is playing a larger part in the geopolitical climate of the globe. GlobalPayNet and its affiliated companies have a very unique and big advantage in being based in two of the most politically stable countries and not depending on a single large supplier for their energy needs. Energy plays a large part of GlobalPayNet’s operations as it has dozens of blade servers in several locations, consuming electricity in data centers which themselves need to be cooled constantly and require a high level of energy supply.




Canada has considerable natural resources and is one of the world’s largest producers and exporters of energy. In 2005, Canada produced 19.1 quadrillion British Thermal Units (Btu) of total energy, the fifth largest amount in the world. Since 1980, Canada’s total energy production has increased by 86 percent, while its total energy consumption has increased by only 48 percent during that period. Canada is also one of the largest producers of Uranium as it produces about one third of the world's uranium mine output. Nuclear power in 2006 contributed about 15.6% of this power, compared with 58% from hydro, 16% from coal and 6% from gas.




Swiss neutrality has left the country as a leader in both hydroelectric and nuclear power. Along with their nuclear energy abilities Switzerland is also in the forefront of hydroelectric power development as it has invested countless years in the research and production of their renewable hydroelectric energy plants. In recent years Switzerland’s hydroelectric technology has been recognized as the top of the field and has caught the eye of the European Union as well as the rest of the world. This strategy has put Switzerland in a unique position as far as their current energy supply. The country currently produces more electricity than it consumes and it is then protected from energetic crisis due to market speculation or international frictions.




With this decentralized policy, GlobalPayNet can be assured of the most affordable and stable energy supplies, giving it another edge against its competitors.




7




Company services and markets in detail




Payment Solutions - - Paystream, Securus pay Introduction to the PCI DSS compliance, the Payment Card Industry Data Security Standard




In 1998 one of the first large scale credit card fraud was publicly disclosed. About 900,000 cardholders across 22 countries were the victims of fraudulent micro-transactions worth a total of almost 50 million USD. 10 years later, in august 2008, the news reported what can be considered the largest fraud ever involving eleven hackers from around the world charged with the theft and illegal sales of 40 million credit card numbers and personal information stolen from retail stores.




During these years then the major Credit Cards industries have put together their efforts to provide guidelines on how to handle sensible personal data related to credit card payments. These efforts produced in 2004 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. Until October 2008 the PCI Council (composed by American Express, Discover Financial Services, JCB International, MasterCard Worldwide and Visa Inc.) was monitoring the conformance to the standard only in North America, but since the updated rules of PCI DSS have been in effect as of 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.




GlobalPayNet Holdings Inc. and Security Metrics Inc., a qualified Security Assessor, have signed Endorsement PCI Validation Program to offer all e-commerce and other IP based merchants and developers a fully integrated security and scanning solution in order for them to comply with the card industry’s PCI DSS regulations.




PCI DSS awareness in Europe




GlobeXPayNet S.A., GlobalPayNet’s European partner, is also partnering with PCI Europe (www.pcieurope.com) in its effort to disseminate awareness around PCI DSS compliance among the European key players in the value chain. This is a privileged opportunity to get in contact with major stakeholders in the payment industry such as banks, Telcos, Internet Service Provides and regulators. GlobeXPayNet S.A. is the major sponsor and organizer of a annual PCI Europe conference to be held in Geneva starting in 2009 at the heart of one of the major banking concentration in the world.




Technology and services




Technology Details




GlobalPayNet’s solutions and services rely on a software framework entirely developed and owned by itself. The software runs on highly secured hardware architectures compliant with the Level 1 of PCI/DSS.




PayStream was developed from scratch in North America by selecting the most reliable and solid components available on the marketplace. GlobalPayNet owns the entire software framework with some open source components integrated and used as services. This implies that the entire source code is available and no third party commercial libraries are part of the solutions, therefore dramatically reducing the costs of ownership. The software application runs on Debian (Linux) servers hosted in PCI/DSS complaint racks in Switzerland (for all non-North American operations) and Canada (for all North American operations).




The Framework




PayStream and Securus pay provide electronic payment and risk management solutions to organizations that process orders for goods and services over the Internet or a mobile network. GlobalPayNet’s solutions and services rely on a software framework entirely developed and owned by GlobalPayNet. The software runs on highly secured hardware architectures compliant with the Level 1 of PCI/DSS.




PayStream - certified at Level 1 since August 2007 – is among the first adopters of the security standard conceived by the major credit card companies. Compliance with this extremely rigorous security standard enables PayStream to provide services not only in the sphere of electronic payments but also in all those domains where extremely confidential data have to be transmitted over the intrinsically unsecure Internet, included but not limited to Electronic Medical Records, as PCI DSS compliance automatically makes you HIPAA (Health Insurance and Portability Act) compliant.




The hardware and software platform owned by GlobalPayNet are hosted only in the most secure hosting facilities carefully selected in compliance with the PCI DSS principles. Some of these facilities are themselves certified PCI DSS and are rapidly developing into “banks for digital information”.




8




Security Audit




In compliance with the PCI DSS specification, SecurityMetrics - a PCI DSS Qualified Security Assessor (QSA) - performs over 4,000 penetration and intrusion security scans and audits on a on GlobalPayNet’s platforms. These scans are performed quarterly and the results of the scans are publicly available on the SecurityMetrics portal linked to GlobalPayNet’s multiple Web sites. A full physical audit of all locations of GlobalPayNet, GlobeXPayNet and their partner’s sites are undertaken on a yearly basis as well.




Service Level Agreement




Availability




The guaranteed uptime is 99.999% relying on GlobalPayNet’s Swiss and Canadian data centre infrastructure.




Thanks to its global geographical presence, GlobalPayNet can provide real time support by e-mail from 08:00 CET to 18:00 CET from its partner’s offices based in Geneva (Switzerland) and from 09:00 to 19:00 PST from offices based in Vancouver (B.C. Canada). This provides an overall coverage of 20 hours per day with only a 4 hours break between 04:00 and 08:00 CET. The possibility to extend this service can be discussed on a per customer base.




Answers are provided within 45 minutes from reception and incident escalation can foresee a reaction via telephone in case the assistance via e-mail should not fix the problem.




Services




PayStream - Secure Real-Time Electronic Transactions Processing




PayStream is GlobalPayNet’s PCI DSS Level 1 electronic payment gateway providing service to e-merchants and IP connected businesses. The platform can run over 500 million transactions per year and can expand indefinitely. Essentially PayStream is limited only by its amount of servers it is running on. PayStream is classified as Best-of-Class Enterprise as it is also PCI DSS Level 1 compliant. PayStream is also integrated with global payment platforms running back end transactions for the electronic payment market. To date, PayStream is integrated with VeriFone’s PAYware, Paymentech CHASE, First Data, Global Payments, TSYS, BankServ, Deutsche Bank and DataCash. Through DataCash, GlobalPayNet can transact in with merchants in and banks in China as well. Essentially, PayStream is a true Global Real-time Electronic Transaction Gateway.




SAP certification of PayStream




PayStream is being certified by SAP AG as a global payment gateway. Certification with SAP is expected to be complete before the end of 2009. 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 and Latin America, and the Asia Pacific Japan region. GlobalPayNet is part of the Software Solution Partners in the SAP Partner Edge Program. Once certified, PayStream will have access to over 82,000 SAP enterprise partners who could use its services.




PayStream is integrated with all of EHRmedi’s, FIDUsecure and Securus products.




Securus pay - PCI DSS Level 1 compliant payment + E-billing tools




Securus pay permits all e-merchants to comply with the latest PCI DSS Level 1 compliance regulations without the high costs associated with PCI DSS compliance. The service integrate any existing e-commerce site and its shopping cart with a payment page hosted on its PCI/DSS Level 1 Compliant secure servers able to accept all the major Credit Cards and e-Checks (VISA, MasterCard, AMEX, MAESTRO...)




9




Personalized e-billing with Securus pay




Securus pay gives businesses a secure payment page to use at their own convenience and seamlessly integrates with the merchant’s CRM or back end database. Billing is made through a secure email delivery method and merchants’ clients can log in and view and pay their respective invoices. All payments are synchronized with Securus pay back end integrated as well with products such as EHRmedi and FIDUsecure. Securus pay makes it easy and convenient by offering e-check, ACH, EFT, and credit cards as methods of payment. For example a lawyer can send invoices via e-mail in PDF (to be printed for archiving purposes) with a link to the payment page where the user only has to be (anonymously) identified and pay. Clients have access to their own personal payment records so any questions about what was paid and when is a thing of the past.




Together with the payment page subscribers have access to an administration console providing:




·
Payment page configuration and personalization




·
Detailed reporting on all transactions




·
Users’ roles definition and access permissions defined accordingly





·
Secure Data Hosting in a PCI/DSS Level 1 Compliant environment




·
Global integration with any bank or merchant worldwide




OsCommerce / ZenCart compatibility




GlobalPayNet provides a complete set of tools to help webmasters in integrating PayStream and Securus pay in their e-commerce sites. These tools include plug-ins for the most popular e-commerce applications such as osCommerce and Software Development Kits used to create payment pages with the desired “look and feel” and integration is a matter of hours. Securus pay allows merchants to keep their current web hosting company and their current merchant account if they chose to do so. This makes Securus pay the only product in the market capable of interfacing with any merchant or web application in the world, regardless of GlobalPayNet’s banking relationship with that merchant.




Advantages




The main advantages of the chosen business model can be summarized as follows:




·
The subscription-based model assures constant recurring revenue




·
The chosen technological approach enable to rapidly scale-up the sustained workload without affecting operations and with minimum costs




·
The solution enables companies to become PCI/DSS compliant with a minimum impact in terms of business disturbance and costs




·
Ease of integration and operation requires minimal customers’ support




Online payment is becoming a ubiquitous requirement for more and more online applications. Partnerships and certification with large software manufacturers such as SAP will capillary advertise GlobalPayNet’s brands among thousands of companies.




mobiPayNet mobile payments anywhere




mobiPayNet is the GlobalPayNet’s solution to the problem of securely performing payments or fund transfers using the most popular technical gadget on the market: the mobile phone. This state-of-the-art technology is entirely owned by the Group and its partners. and is protected in Europe by an international (PCT) trademark.




There are two services offered by mobiPayNet either as a single bundle or as separate services:




·
The “one shot flying code” or virtual card is a service for Consumer to Business payments (C2B). Here, a one-time credit card number is generated and sent via text message (SMS) to the shopper. This number can be used for a single payment and only for the amount specified by the end user.




·
The second is a platform supporting Peer-to-Peer payments without the intervention of a third party financial entity.




10




Competitors to mobiPayNet




Paypal, UK.




PayPal, in the United Kingdom, is offering a new service that enable the transfer of funds among subscribers using mobile phones. A subscriber that wants to send money must send an SMS to the PayPal system. This SMS must contain the amount he needs to transfer and the phone number of the recipient.




The PayPal system, after performing checks via SMS too, transfers the money between the two subscribers.




This approach has at least two drawbacks:




·
Money can only be transferred among subscribers




·
The sender must necessarily know the mobile number of the receiver




The mobiPayNet Solution




In order to start using mobiPayNet users only need to have a mobile phone number used to create his the online account. Once the subscription is completed a “cash fund” for the user is created. This “cash fund” can be periodically reloaded or linked to an existing credit card or/and a bank account. The “cash fund” is the money limit a subscriber can use in mobiPayNet. On the other hand the system manager can give credit to a subscriber setting a negative minimum for the “cash fund”. When the balance reaches the minimum threshold for the “cash refund” the system can automatically reload the account or block the payments facilities.




The one-shot card




One-shot cards are credit cards numbers that are generated in real time and sent to mobile phones upon the subscriber’s request. The generated credit card number can only be used once and for the requested amount. They can be used when Card Not Present payments are accepted. (e-commerce web-sites, MOTO transactions, shops with POS accepting manual input of credit card numbers and expiry date).




When a shopper wants to use mobiPayNet to perform a purchase these are the required steps:




1.
The subscriber calls a mobiPayNet number with his registered mobile phone and he is answered by an Interacting Voice Response (IVR)




2.
If mobiPayNet can recognize the CallerID, it requires the authorization (PIN) code associated with the user’s account




3.
mobiPayNet asks the subscriber for the amount needed for the payment transaction.




4.
If the requested amount is available mobiPayNet replies with a credit card code (complete with expiry date and CVV2 code) by voice and/or via SMS




5.
The user can pay with the received credentials as with any other credit card




6.
The code issued by the mobiPayNet system is always valid for a single transaction, only for the amount requested by the subscriber and for a limited time (usually 24 hours)




7.
Even if a malicious third party should intercept and steal the code during the payment transaction, the intercepted code could never be used a second time




8.
All the performed operations can be monitored in real time through the mobiPayNet web console accessible via a common web browser.




The one-shot system can be also used to provide remote persons with cash to be withdrawn from an ATM. A single account can actually be linked to several mobile phones and an SMS containing the one-time code to withdraw a given amount from an ATM can be sent to any of the enabled phones. This is a typical situation where parents may need to send money to traveling kids without the need to give them a credit or debit card.




Peer-to-Peer




The mobiPayNet user account previously described for one-shot cards provides an additional feature for peer-to-peer funds transfer among subscribers.In this case the buyer simply has to communicate to the seller a mobiPayNet code that will be used to create the transaction. For the amount to be definitely transferred from one account to the other, the buyer must provide to the system a sort of delivery receipt stating that the transaction can be completed.




11




The Market




e-Commerce




Today the Internet might be viewed as a huge market potentially capable of covering the population of the entire world. This is why electronic commerce or e-Commerce is so attractive for many traditional businesses.




Customers shop online because they find it convenient, increasing their choice and helping them to hunt for lower prices. Retailers on the other hand sell online to reach more customers, to sell around the clock and to increase their operations, efficiency and overall competitive advantage. Fear of fraud, privacy & security concerns and lack of trust in online shopping, however, are acting as a drag on the growth of Internet shopping. These are the reasons why the major credit card companies tightened the security requirements to be entitled to perform online payments by defining the PCI Data Security Standard (version 1.2 released as of October 1st 2008).




The perceived benefits is anyway largely predominant over the concerns given that the trend of e-Commerce business reveals a steady double digit grow in all European countries. The diagram below shows how from the US to Europe the annual growth of e-commerce spending is set at two digits figures notwithstanding the persisting concerns in terms of security and confidentiality.




The amount of trade conducted electronically has grown dramatically since the large introduction of the Internet. A wide variety of commerce is conducted in this way, including things such as electronic funds transfer, supply chain management, e-marketing, online marketing, online transaction processing, electronic data interchange, automated inventory management systems, and automated data collection systems. Modern electronic commerce typically uses the World Wide Web in at least some point in the transaction's lifecycle.




A recent survey performed by SearchSecurity Inc. (www.searchsecurity.com) showed how relatively few are consumers scared by the recent online frauds news. When asked if Web threats, spam and phishing attacks prevented them from shopping online during the 2008 Christmas season:




·
11% answered “Yes, I prefer going to malls and shopping plazas”;




·
29% answered “No. My holiday shopping will be done online”;




·
58% answered “I shop online and at brick-and-mortar stores”;




According to eMarketer’s annual report in 2006 the e-Commerce market size in Europe has grown to €106 billion ($133 billion). Analysts say that it is very likely to go on increasing and display a very fast rate of annual growth up to 25%. The situation will be stable for at least five years and the market will reach the point of €323 billion ($407 billion) by 2011.




Britain, France and Germany prevail in the European E-Commerce market. These countries have the largest share in the total figures transactions up to 72%. British e-Commerce market ranks first and it reached €50 billion in 2007, which is 19% higher than the figures of 2006. Germany holds the second place. However, it is first in the number of online-customers who sum up to 3 millions.




Some researchers also note that in the next five years the European market might increase significantly due to the e-Commerce growth in the countries like Italy, Holland and Spain.




The m-commerce market




A few figures are here provided for electronic transactions performed exclusively via mobile devices.




Juniper Research expects worldwide mobile gaming revenues to reach $16 billion by 2012, a huge increase over the company’s estimate of $5 billion for 2007. Juniper Research notes that in some European countries game downloads have already surpassed ring tones and that mobile handsets have become de facto game consoles in many developing countries.




Other researchers are taking a more cautious approach to forecasting mobile gaming revenues. Understanding & Solutions (U&S) projects growth to US$6 billion in 2011 from US$3.6 billion in 2007 and Gartner essentially splits the difference between the U&S and Juniper data, with a worldwide forecast of US$9.6 billion in mobile gaming revenues for 2011. Estimates show that 38% of mobile phone users in Western Europe will use the mobile Internet by 2013. This equates to 125 million Europeans. Today, only 42 million Europeans access the Web regularly from their mobile phones. The proliferation of 3.5G devices is expected to drive this growth. Austria, Italy, the UK, and the Nordics lead the region in 3G adoptions.




12




Electronic Medical Data Management: EHRmedi




Introduction




What is an EHR system?




The recent years has brought series of electronic communication tools that improve health care systems. The electronic healthcare record (EHR), which is replacing the paper base system, contains the medical records that physicians and nurses create and use in their daily routines. The other authentic health professionals and social workers also employ this system. Usability of EHR systems should denote the ease of use with efficiency and help the clinicians to access information. It is also important for a patient that their health information is recorded in a secure system that authentic users have access to. An EHR is a tool to provide sufficient data information for the authentic users. The records are available electronically to authorized healthcare providers anywhere, anytime in support of high quality care. It helps all users in the healthcare system to perform their jobs at the high level of quality, expected by national and international standards.




Potential benefits for patients and physicians from broad adoption of EHRs:




·
Used in conjunction with e-prescribing, EHRs can help reduce adverse drug events, medical errors, and redundant tests and procedures by ensuring doctors have access to all their patients’ relevant health history at the place and time care is delivered.




·
EHRs can make it easier for physicians to identify various serious illnesses and prescribe relevant medication or treatment. EHRs also can ensure the use of preventive services such as health screenings, which can help reduce health care costs.




·
EHRs yield an organized patient treatment history that makes it easier to find vital health information and prescribe treatment.




·
EHRs can help to improve communication between patients and providers, giving patients better access to timely information and can reduce office wait times by improving office efficiency.




EHRmedi - electronic health records secure data management (EMR, PM, EHR)




EHRmedi is a HIPAA and PCI DSS compliant web-based healthcare software suite optimized to support, physician, clinical, financial, pharmaceutical and administrative needs of health care organizations and ambulatory services. Clients can implement its full solution, or design their own solution by choosing one of EHRmedi’s applications that best match their unique needs.




The first applications to be launched by the end of 2009 are mediPayNet and mediPhysician.




mediPayNet offers physicians and medical centers and pharmacies of all sizes, a manageable IP based, secure, patient e-billing and payment collection. This collection of data is stored in the most secure environment abiding by the PCI/DSS Level 1 Compliance rules (Payment Card Industry Data Security Standard).




mediPhysician is a full practice management tool catering to smaller and mid scale medical practices. Our EHRmedi software is fully available for customization that will suit the needs of various practitioners. From tracking and scheduling office appointments, referrals, prescription writing, patient data and all billing codes associated with invoicing, mediPhysician is easily implemented and will provides affordable solution.




The next version of EHRmedi coming in 2010 will have full charting and audit trail for large organizations and will include mediImaging which provides physicians storage and access to viewing diagnostic imaging services. This allows for storage of every multimedia object within the health facility from DICOM images (Digital Imaging and Communications in Medicine) to all audio and signal data. Critical information is available to physicians, nurses and clinical staff in a comprehensive and real-time manner.




EHRmedi also includes all the benefit features of PayStream, Securus hosting and Securus pay. The entire application is sold on a per-user or per multi-users package, ranging between USD99/mnoth to USD300/month in the USA. There is no setup fee for this service. This business model is called SaaS or “Software as a Service” and its innovator, Salesforce.com, which sells business software over the Internet, saw its revenue rise 48% to USD787.2 million in the nine months ended Oct. 31 2009. Its products can be activated immediately, paid for on a monthly subscription and don't require any hardware or periodic upgrades. All upgrades are handled by EHRmedi automatically and free of charge.




13




This product is perfect for new practitioners as it eliminates a vast majority of initial setup costs for practice management, data storing and software purchases a practitioner has to endure in their first year of practice.




As EHRmedi’s applications are deployed GlobalPayNet will offer a full spectrum of services to a variety of organizations allowing full interoperability of hospitals, private clinics (small to large), radiology departments, laboratory services, pharmacy, health management and accounting departments. No specialty or healthcare service will be left untouched.




Who will be using EHRmedi?




Almost any specialty can benefit from using EHRmedi, and with GlobalPayNet’s free customization policy, no healthcare specialty is out of our reach. The scope includes but is not limited to:




Cardiology
DentistryDermatology
EndocrinologyGastroenterology
GeneralPracticeGynecology
ObstetricsOphthalmology
PediatricsRadiology
Sports Medicine




This system is interactive in many ways:




·
Doctor-Patient relations via communications (web or voice)


·
Patient-Doctor scheduling notifications, record viewing, prescriptions order and reporting of trends, user-friendly graphs and interactive tools


·
Health related forums and advice


·
Pharmacist-Patient communications, e-prescription fulfillment, etc.


·
Multi lingual and adapted to all age groups and specialties


·
Remote location patient management for Doctors


·
Multi level permission based features for various access level


·
Financial management, mobile payment, etc.


·
Each medical practice will is able to custom feature all aspects of the system and a white label version will be provided to clinics and large medical centers


·
Fully compliant with HIPAA, SAS70, PCI DSS Level 1




The system is scalable and easily deployed on a vast global network using GlobalPayNet’s advanced and secure hosting facilities located primarily in Switzerland. It is being sold on a per-seat licensing or per group licensing payable yearly or monthly, allowing for easy management and affordability. The information pathways allow doctors’ office, clinics, hospitals, pharmacies and any health care provider (practitioner) to access a patient’s medical history from anywhere a computer or a smart phone (such as iPhone) can be accessed, even when off-line. Any authorized user can get a complete and accurate picture. The system is maintenance free as opposed to traditional software purchase.




All medical terminology downloads are automatically included (i.e. ICD codes – international classification of diseases, SNOMED – systemized nomenclature of medicine, LOINC – logical observation Identifiers Names and Codes) – these vital functions will automatically be upgraded in all users of EHRmedi with no cost and don. Services include free email support and 24/7/365 premium support as well. As EHRmedi changes and new technologies advance, these will automatically be included in the price package without ever worrying about new cost increases (ie: telehealth capabilities, sync iPhones, mobile devices, template revisions, insurance form revisions, drug interaction alerts etc.)




SAP certification of EHRmedi




EHRmedi is being certified by SAP AG as a global EHR system. Certification with SAP is expected to be complete before the end of 2009. 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 and Latin America, and the Asia Pacific Japan region. GlobalPayNet is part of the Software Solution Partners in the SAP Partner Edge Program. Once certified, EHRmedi will have access to over 82,000 SAP enterprise partners and healthcare organizations who could use its services.




14




The establishment of such a system allows for a modern health care system that is safe and more efficient for years to come.




The Market:




Global Market for Electronic Health Records




Efforts to develop an electronic health record have been underway in many parts of the world for many years. In the United States, independent doctors, followed quickly by insurance companies (then by managed groups such as HMOs and finally by the federal government’s DHHS, (Department of Health and Human Services), have initiated the lead.




Though people might be similar, and their medical needs might be thought of as standard, point in fact is that the evolving nature of the EHR within the EU is quite different from that in the rest of the world. This is so for various reasons, not the least of which involve different political and economic forces. The EU’s social policy now covers healthcare for every European citizen, even as that citizen travels from one country to another. Medicare and HMOs in the US do not take the same spin on healthcare and pharmaceutical payments as each federated state does in the EU. It is, therefore, natural to assume a different (sometimes parallel) evolution of EHR healthcare standards in Europe (and the rest of the world). Many countries within the EU and non-EU members are implementing a mandatory EHR usage in the years to come.




A recent study suggested that 75 percent of medical students strongly support the use of EHR in clinical medicine. Despite the U.S. being a leader in IT healthcare technology, the U.S. does lag behind most other developed countries of the world in its adoption. Many countries, including Canada, England, New Zealand, Australia, Denmark and the Netherlands, had “top-down” government mandates for implementation of healthcare IT a decade before the U.S. began to introduce EHR-adoption bills into Congress. Others countries, including India and Israel, have developed a “grass roots” approach that has been driven by competition in the private sector, but fueled at local and national government levels. Canada’s approach has been a collaborative effort between the government and private sectors but has been financed extensively through public funds.




In 2004, the United States Government recognized the need for the federal government to promote development of a secure, nationwide, interoperable health information technology infrastructure that would improve the quality and efficiency of health care in America. To advance the initiative, he established at HHS the Office of the National Coordinator for Health Information Technology (ONC). Among its many activities, ONC created a process for certifying health information systems, an important step in developing the program CMS announced today.




“This project is a major step toward President’s goal of most Americans having access to a secure, interoperable electronic health record by 2014,” said Dr. Robert Kolodner, the current National Coordinator.




In July 2006, the Institute of Medicine estimated that more than 1.5 million Americans are injured every year by drug errors in hospitals, nursing homes and doctors’ offices. A 2005 study in the Journal of the American Medical Association showed that clinical information is frequently missing at the point of care, and that this missing information can be harmful to patient. That study also showed that clinical information was less likely to be missing in practices that had full electronic records systems.




There is growing evidence that suggests significant benefits from investment in EHRs, arising from improvements in the quality and safety of healthcare services and also the possibility of cost savings. Purchasing a certified




EHRmedi product has the potential to improve patient care and services processes by facilitating data/system interchange and interoperability to support shared knowledge networks thereby improving patient experience and diagnosis/treatment/care outcomes.




While North America, European Union, non EU countries, and the rest of the world do posses various challenges in implementing EHR systems, the IT healthcare industry, including EHRmedi, is working non-stop to break those barriers. Once we have implemented EHRmedi in the USA, we will be providing global EHRmedi solutions in the near future.




15




Key Vendors/Competitors– (mostly US based as EU does not represent significant competition)




The key vendors in the hospital IT market are multinational companies with large portfolios of IT solutions that cover most operating environments for healthcare delivery systems. These corporations are referred to as “enterprise vendors.” Their portfolios of solutions range from financial solutions and EMR environments to solutions that are used in ancillary departments. The problem is the very high cost of implementation imposed on healthcare facilities. Small and medium practices cannot afford these enterprise management tools.




Overall, the top enterprise healthcare IT vendors with respect to IT application market share for the U.S. hospital market are:




·
McKesson Information Solutions (MCK: NYSE): http://www.mckesson.com/health_providers.html


·
Siemens Medical Systems (SI: NYSE): http://www.medical.siemens.com


·
GE Healthcare (GE: NYSE): acquired IDX Systems http://www.gehealthcare.com/worldwide.html


·
Cerner Corporation (CERN: Nasdaq): http://www.cerner.com/public/


·
Epic Systems Corporation (private): http://www.epicsystems.com/


·
Computer Programs and Systems, Inc. (CPSI: Nasdaq): http://www.cpsinet.com/default_IE.php


·
Healthcare Management Systems (private): http://www.hmstn.com/




Secure Data Hosting: Securus, Securus digital audits, Securus hosting




Introduction




An increasing amount of companies, be they large corporation or SMEs are faced with the burden of properly handling increasing amounts of confidential digital data both in terms of transport and storage. Business continuity is growing in popularity among the high priority issues companies have to face as long as their operations are progressively going online. A new trend in this area is to outsource the task and – most important – liability to third parties whose core business is to keep the pace of the ever-evolving Internet and digital data security technology and regulations.




Securus concept




Data is the lifeblood of the modern company, and so creating an effective level of data security is increasingly seen as a mission critical objective by most industries. Securus hosting and Securus digital audits offer a dedicated range of data security services including secure storage, transmission and secure deletion to accommodate the requirements of all businesses. The highest security requirements fulfilled for PCI/DSS Level 1 compliance provides the guarantee that all data is stored and managed following the most appropriate security protocols.




The Data Centre




GlobalPayNet and its partners have invested considerable resources and know-how to position Switzerland and in particular Geneva, as the most secure location in the world to host and manage highly sensible corporate digital data. The servers are located in a highly secure processing centre providing full redundancy and complimentary processing operations. 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 centre infrastructure service: a secure, reliable and cost-effective way to ensure the continuous availability of business systems and applications.




The secure and resilient facility has been constructed to offer:




·
Physically and Technically Secure Environments


·
Multiple Broadband Connectivity


·
Complex Air Conditioning and Cooling Systems


·
Online Standby Power Supply Generation


·
Complex Monitoring and Control Systems


·
Plug & Play Environment for any type of IT Outputs (remote monitoring)




16




Securus aims at becoming a worldwide-recognized brand deploying an efficient and cost effective secure PCI DSS compliant electronic storage infrastructure enabling real time data back up and recovery.




Securus pay characteristics and functions




Securus hosting intends to protect clients’ sensitive information and enable compliance with PCI DSS, HIPAA, SAS70 and IT governance regulations. The service provides online storage, backup, disaster recovery and encrypted remote access to confidential data that are accessible using any web-enabled device.




File system encryption




Secret Key Encryption, also known as symmetric encryption, gives clients the only key to their storage space. Not even Securus hosting or its employees can access the encrypted files. This ensures that the confidentiality of documents, proprietary information, and intellectual property are intact. The information is received from clients’ terminals via a Secure Socket Layer (SSL/TLS) connection and then encrypted using a 256-bit AES algorithm.




Security Compliance




Our method of data storage satisfies security requirements mandated by:




·
Payment Cards Industry Data Security Standard;


·
Health Insurance Portability and Accountability Act


·
Sarbanes-Oxley Act


·
SAS-70


·
Gramm-Leach-Bliley Act


·
FIPS-197 (AES) Approved Encryption




Temporary URLs




Using the "Temporary URLs" feature, clients can share any file on their Securus hosting account without giving access to the whole filesystem. Clients can designate how many days the Temporary URL can be used and can even track how many times files have been downloaded. This is typically useful to avoid sending documents as e-mail attachments or simply moving them on physical storages such as memory devices or optical disks.




Desktop Integration




The Securus hosting solution is unique in that it integrates directly within Macintosh or Windows operating system, making its clients’ remote storage as easy to use as a local drive on their computers. No software resides on the computer and no additional software is required; any common web browser can be used to administer the remote account while files can be transferred both via the Web interface and with standard filesystem operations (Copy, Move, Delete).




Secure file deletion




Deleting a file from a Hard Disk (using whatever Operating System from Windows to Linux) normally just removes the file's directory entry, but the data itself remains on the disk. There's good and bad in this. The good is that the file owner can recover accidentally deleted files. The bad: this can be done by anyone else.




Securus hosting secure file removal insures that the file is not only removed from the Operating System filesystem but that the physical memory where the file was stored is actually rewritten with random data. The result: it is impossible to recover something that does not exist.




Platform Independence




Access to the Securus hosting secure storage is offered from a wide range of mobile devices such as iPhone, Palm, Windows Mobile, BlackBerry, Mac OS or Handheld Computer that are web-enabled and can connect to the internet.




17




Securus digital audits - PCI compliance and security consultancy




Introduction




GlobalPayNet has a close relationship with SecurityMetrics Inc, a U.S. based leading provider of Payment Card Industry (PCI) Data Security Standard (DSS) security solutions. SecurityMetrics is certified to perform PCI Scans (ASV), PCI audits (QSA), PABP software audits, penetration tests and forensic analysis. It is also a Qualified Payment Application Security Company (QPASC) and offers a security appliance with vulnerability assessment, intrusion detection and intrusion prevention functionality.




Thanks to this partnership Securus digital audits is able to offer consultancy and auditing servicing to businesses aiming at either becoming PCI/DSS level 1 compliant or simply improving the security of their IT infrastructure. While well developed in the US, The PCI/DSS security market is at its dawn in Europe where the standard’s name itself is barely known and only a few players have taken the very first explorative steps.




GlobalPayNet has a perfect time-to-market now and can leverage all the investments made in the past years and the experience accumulated in terms of PCI/DSS security compliance to assist medium to large businesses in their seek for compliance or enhanced IT security in the world, and particularly in the EMEA region. This is an exploding market, considering the latest news on insiders’ misuse of corporate confidential information and the growing amounts of digital data that is produced daily in any sort of business.




The collaboration with SecurityMetrics enables Swiss based GlobeXPayNet S.A. to offer the unique set of tools described below to satisfy credit card association requirements for merchant data security and merchant website inspection.




Merchant Data Security




Merchant Data Security tools are designed to help acquiring organizations meet Visa CISP, MasterCard SDP, American Express DSS and Discover DISC merchant data security programs. A Merchant Compliance Console is provided to enable just one person to manage an entire merchant security program.




Merchant Compliance Console




The Merchant Compliance Console is a comprehensive web-based system that performs the following:




·
Obtains Internet domain and email data for all online merchants




·
Notifies merchants of security program requirements




·
Tracks merchant enrollment and provides management graphs




·
Records merchant compliance and provides management graphs




·
Facilitates easy merchant compliance reporting to card associations




·
Merchant Inspection Console




The Merchant Inspection Console supporting the Visa Electronic Commerce Merchant Inspection Requirements that apply to all merchants signed after October 1, 2003. These tools automate the process for checking all merchant sites. This is required as of June 1, 2004. The Console is able to:




·
Perform detailed website review using "spidering" technology




·
Verify that merchants are operating within the acquirer's jurisdiction




·
Analyze the merchant’s site for illegal products/activities




·
Check to see if the business product has changed




·
Automatically retain electronic copies of the merchant website




·
Provide side-by-side comparison screens for fast manual verification




Onsite Data Security Audits




Merchants, banks, credit unions, health care organizations and Internet connected organizations often need independent security audits to satisfy the requirements imposed by PCI Data Security Standards, GLBA, FDIC, NCUA, or HIPAA.




In response to these needs, the Securus digital audits offers the following security services separately or as components of a comprehensive data security audit:




·
eCommerce Compliance with PCI DSS




·
Onsite Computer Inspection provides an analysis of GlobalPayNet's computer system security. All findings are included in a comprehensive audit report




18




·
The Security Policy Review is a thorough review of security policies, based on the client’s unique security needs and audit requirements




·
The Internal Network Vulnerability Assessment offers an internal security assessment of the corporate network. Every computer/server/network device is tested for over 4,000 security weaknesses. A report is provided detailing the security of each network device. The report includes recommendations for resolving any discovered security problems.




The Penetration Testing is a thorough security evaluation of the network perimeter. Footprinting or profiling is the first step. Then a complete vulnerability assessment is performed. Once the assessment is completed then all remote access vulnerabilities are manually applied to attempt penetration of the perimeter. A report is provided documenting the penetration efforts and recommendations for improving your external network security.




Manual Computer Inspection is performed for companies who want to verify their equipment (server, workstation, firewall, router, etc.) is running the appropriate software revisions. Virus software and other critical software components are manually inspected and the findings are provided in an audit report.




Wireless Security is a test to identify wireless accessibility to unauthorized computers and data. Using the latest wireless network tools all discovered security weaknesses are documented. A report is provided detailing the discovered weaknesses with recommendations for improvement.




War Dialing is a test of all phone lines and extensions. Listening modems and other potential security weaknesses on the corporate phone system are tested. A report of all findings is provided with recommendations for improving security.




The Market




Secure Data Hosting




Losing critical data can potentially mean thousands of hours of lost work and lost customers. This is the reason why more and more companies, from large corporation to SMEs, are purchasing services of secure hosting, disaster recovery and business continuity to specialized third party providers. Research conducted by the Computing Technology Industry Association (CompTIA) indicates that buyers of managed IT services spent most of their capital dollars on security, storage and disaster recovery products and services in 2007.




One-third of the 322 organizations surveyed—all current users of managed IT services, such as Web hosting and subscription applications—said they plan to invest or upgrade spending in storage, backup and disaster recovery services.




The same percentage of organizations, 33 percent, said they plan to invest or upgrade their spending in managed security services in 2007, the spokesperson said.




Other managed services' spending priorities for 2007 include Web or e-mail hosting, cited by 27 percent of the surveyed companies; network monitoring and administration, 25 percent; and software-as-a-service and application subscriptions, 20 percent.




When asked why these IT professionals chose to outsource 40 percent of the organizations reported that they do not have the in-house skills to manage certain IT services.




Another 30 percent said it is less expensive for them to have an outside party manage certain IT services than if the work was done in-house, while 21 percent said they chose the managed services model because it allows them to focus on their core competency. The mean amount spent by the companies on managed services in the past year was $243,855.




19




Global online backup services are poised for growth, according to research company IDC.




The growth will be fuelled by a combination of factors, including the tremendous growth in digital data generated by both individuals and small businesses. IDC said it estimated that revenue for this emerging market would reach $715 million by 2011, representing a 33.3% compound annual growth between 2006 and 2011.




Over half of the spending in this market will be in North America at first, but other regions will increase their share through 2011. Adoption by consumers and small businesses would dominate the market for several years with slower adoption by medium-sized businesses and enterprises.




On the other hand, if these kinds of mass-market services can be suitable for the average Internet user simply wishing to backup the summer holiday’s pictures or the newborn first steps movie, they may not be what corporations are looking for as a secure backup solution for sensible data. It is common knowledge that most of non-US corporations are not comfortable in storing confidential information on servers that may be accessible to the US administration through federal agencies such as the National Security Agency (NSA). At the same time, countries of the (mid and far) East would never use US based companies to secure critical information affecting national security.




These are the reason why GlobalPayNet believes that its partner’s Geneva, Switzerland based data centre can provide a unique service by leveraging the well-known neutrality and political stability of Switzerland. In this perspective GlobeXPayNet is already able to offer secure online storage service and secure web hosting by developing partnerships with the most reliable providers of secure hosting facilities currently used by large financial corporations and worldwide online leaders.




Network Infrastructure and State of the Art Technology




With our system, clients are assured of security and reliability. Clients access our gateway via an Application Integration Platform (AIP) that combines front-end application, content maintenance and application business logic management under an open-software-architecture and a single interface. Management believes GlobalPayNet’s gateway is unique in the number of methods of access it allows (SSL via APIs that are Java, C# or HTML based), and in its ability to support each merchant through one vertically integrated source. In most competitive instances, such services are performed by different parties and, as a consequence, merchants can easily become frustrated




when trying to solve problems because they may not be able or know how to contact the right party. We believe our commitment to maintaining a common customer support option that serves all processing divisions is a distinctive advantage to merchants over competitor services.




With the advent of mandatory PCI compliance, GlobalPayNet has developed a managed platform for clients to use. This managed platform offers pre-certified PCI Level 1 payment systems to clients who do not have the resources or desire to obtain their own PCI Level 1 certification. This platform allows clients to use GlobalPayNet's easy to implement payment plugins or web services to enable safe, secure and PCI certified card processing on their existing applications or websites.




Our technology is designed to allow its clients to gain access to its gateway from a variety of devices and systems. Our gateway interface to its internal transaction processing system accepts transactions via Transmission Control Protocol/Internet Protocol (TCP/IP). The software is deployed on a multiple redundant application core. We use Apache Tomcat, MySQL, and PostGres for our application and database servers to give clients flexible and broad access to the gateway interface via a number of different technologies. We use Secure Sockets Layer (SSL) and minimum 128 bit encryption to keep data secure. Our business logic is written in Java. The technology platform uses a web service centric approach to maximize scalability and availability of all services. This allows us to build application interfaces to core system functions from virtually any device or technology (iPhone, Blackberry, Website, PHP etc.). GlobalPayNet is PCI Level 1 compliant. The security of our network is regularly tested by the processor, on an unscheduled basis, to determine if the network is vulnerable to security breaches and failures, and is certified by an independent 3rd party.




Security: Secure Sockets Layer (SSL)




To ensure that our merchant clients have a secure payment process, our credit card processing services are supported by a systems infrastructure that utilizes state of the art encryption. GlobalPayNet ’s gateway utilizes a secure sockets layer so that connections and information are secure from outside inspection and 128-bit encryption to make information unreadable as it passes over the Internet for all electronic transactions that we process.




The reason SSL is so important is because, without encryption, anyone with access to the data pipeline can access and read the information as plaintext. Secure Sockets Layer (SSL) is a protocol that supplies secure data communication through data encryption and decryption. In use for years, SSL enables communications privacy over online networks. SSL provides a layer of security to any sensitive data and has been incorporated into almost all facets of online communication. Web stores, online banking, web-based email sites, and more use SSL to keep data secure.




20




THE FOLLOWING ARE THE KEY ELEMENTS AND TACTICS OF OUR LONG-TERM BUSINESS DEVELOPMENT STRATEGY:




— Improve our products offering




To compete effectively, and expand our market share, we must continually develop and introduce new products and enhancements that reflect technological developments and emerging industry standards. We plan to improve and expand our service offerings on an ongoing basis through acquisitions of complementary product lines and our internal research and development efforts.




— Expand our operations




We believe there is a significant opportunity to grow our business in the US, Canadian and European markets. To capitalize on this opportunity, we plan to form alliances with strategic partners to increase our distribution channels.




— Acquire and/or integrate complementary businesses and products




GlobalPayNet’s growth strategy includes potential acquisitions that offer opportunities to increase our sales revenues, gross margins and market share. By acquiring technology and/or businesses that offer strategies to complement our existing services, we increase the likelihood that we can offer more services that will meet the needs of existing and potential customers, and thereby build a strong customer base more rapidly.




— Leverage existing and develop new strategic partnerships




Management intends to build and strengthen strategic partnerships so that our partner companies will recommend our gateway services. We intend to fully support their efforts to maximize sales and plan to continue to recruit new companies as partners.




Management believes that GlobalPayNet is a leading edge software solution that offers clients all of the factors listed above. As such, management believes that GlobalPayNet’s gateway can compete on an equal footing with the industry’s leading transaction processors.




The payment processing industry is highly competitive. Many small and large companies compete with us in providing 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, Concord EFS, Inc., National Processing, Inc., 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.




SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS




GlobalPayNet’s gateway services are not dependent on the availability 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




GlobalPayNet is at an early stage of business development and, as such, derives its revenue from business transacted by a few customers. Accordingly, we acknowledge that we face substantial risk due to a concentration of business from the modest number of clients that it currently serves and recognizes that the challenges relevant to building a broader, larger clientele are formidable. We plan to execute a comprehensive marketing and sales strategy to build its client base and alleviate its dependence on a small base of customers.




INTELLECTUAL PROPERTY




A trademark application for EHRmedi has been filed in Germany by Renovatio Media Group, S.A., an affiliate of the Company. The Company uses the “EHRmedi” and “Securus” marks under license from Renovatio.




21




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.




22




COSTS OF RESEARCH AND DEVELOPMENT ACTIVITIES




When GlobalPayNet purchased the GlobalPayNet Technology, the vendor estimated that approximately $250,000 has been spent on research and development of the technology.




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.




COSTS OF RESEARCH AND DEVELOPMENT ACTIVITIES




When GlobalPayNet purchased the GlobalPayNet Technology, the vendor estimated that approximately $250,000 has been spent on research and development of the technology.




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.




23




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)
  24




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, 20 10 , our common stock was held by  61 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.




25




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 remainingavailable

for future issuance

under equitycompensation

plans (excluding securities

reflected in column(a))

(c)Equity compensation plans approvedby security holders

0


0


0Equity compensation plans notapproved by security holders

200,000,000


US$2.00


0Total

200,000,000


US$2.00


0





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.




26




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.




27




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.




Discussion of Operations




We believe that electronic data management (the exchange of information electronically over the Internet) is revolutionizing businesses by providing a multitude of information exchange across all borders and fields of business. In the payment and e-commerce domain, it is a necessity and a relatively low-cost means of distributing goods and services and expanding markets globally, increasing efficiencies, and providing better, more personalized customer services. In the e-commerce world, secure credit card transaction processing is a vital aspect of electronic payment transactions and e-Commerce, in general, 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. In the medical world, EHRs are playing a bigger role than before to transmit patient information throughout the healthcare network of clinics and healthcare organizations. Management believes that the growth trend for electronic data transaction will continue to grow for years to come.




In the electronic payment business alone, the numbers relevant to credit card processing activity confirm this, as the balance has clearly shifted from check writing to electronic payments. The Federal Reserve confirmed that in 2003 electronic payment transactions in the United States exceeded check payments for the first time. The number of electronic payment transactions totaled 44.5 billion in 2003, while the number of checks paid totaled 36.7 billion, according to surveys of U.S. depository financial institutions and electronic payments organizations. As consumers age, they will continue to use the payment technology to which they have grown accustomed. In addition, more consumers are beginning to use card-based and other electronic payment methods for purchases at an earlier age. According to the Federal Reserve Survey of Consumer Finances, the percentage of households with consumers under the age of 30 years using debit cards increased from 24.5% in 1995 to 60.6% in 2001. The growth of electronic commerce has made the acceptance of card-based and other electronic forms of payment a necessity for businesses, both large and small. In order to remain competitive, all e-businesses must utilize a credit card processor and a gateway to facilitate consumer debt transactions.




Healthcare is a global marketplace in which the majority of developed countries are facing many of the same issues of aging populations, increasing complexity and costs of medical treatments, government pressures to improve patient safety and contain rate of cost increases, and a reducing work force. In the United States research indicates that the market size represents 17% of the country’s GDP. The new administration is pushing for Health IT investments and has earmarked up to US$30 billion in its budget for investment in health IT. We believe that EHRmedi has the potential to make a significant contribution to the better management of healthcare provision, to more efficient and cost effective use of resources and in areas such as better patient safety and clinical decision support for evidence based treatments.




We plan to address this opportunity by building a strong company that is focused on growing revenue, keeping operating costs low and, importantly, generating a return for its stakeholders. To succeed management recognize that they must implement a targeted marketing plan that focuses on building brand recognition. Our marketing program is designed to identify our brands with reliable technology, functionality via a number of different technological platforms, quality of service and ease of use. The importance of brand recognition cannot be understated because barriers to entry for competitors are minimal, and current and new competitors can launch new gateways and web sites at a relatively low cost. As such, Management plans to continue to implement a targeted marketing program that incorporates strategies over the next twelve months to increase brand recognition and build its client base.




28




We recognize that our competitive edge and long-term success depend on the implementation and application of state-of-the-art technologies so that every merchant’s experience with our gateway is seamless and productive. From its inception, the Company has utilized leading-edge technologies in the design and implementation of its gateway to ensure that clients have a best of breed solution. As such, we use Apache Tomcat, Sybase, Oracle and MS SQL for its application servers to give clients flexible and broad access to the gateway interface via a number of different technologies. Management believes the Company’s gateway is unique in the number of methods of access it allows (SSL via APIs that are Java, C# or HTML based), and in its ability to support each merchant through one vertically integrated source. Importantly, the Company utilizes Secure Sockets Layer (SSL) and 128-bit encryption to keep data secure. The Company’s network is tested regularly for security breaches and failures by a third party quality security assessor, Security Metrics Inc. The Company’s network is certified by the credit card processor and by the quality security assessor as a PCI/DSS level 1 compliant gateway and as a secure gateway for credit card transaction processing. As the Company grows, management intends to invest in new technologies to maintain and promote a leading edge network for their clients.




International Operations




In August 2007, we 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. GlobeXPayNet S.A. will market all of GlobalPayNet’s products internationally through its sales force and extensive network in western and eastern Europe and will provide a wide range of clients interested in doing business in the United States and Canadian markets. We anticipate the first revenues from this venture in the next year and every year afterward. GlobeXPayNet S.A. is also contracting with GlobalPayNet’s subsidiary Globus Payments Ltd. for all its PCI compliance work.




GlobeXPayNet S.A. has a reselling partnership with Deutsche Bank AG and DataCash Ltd. GBX has other relationships as well in the internet and media business and will use all its tools to promote GlobalPayNet’s services internationally. GlobeXPayNet S.A. has offices in Geneva, Switzerland and has subsidiaries in London, United Kingdom and Warsaw, Poland.




As of the date hereof, GlobeXPayNet S.A.’s sole director is Alain Ghiai, who is also a director and the president and majority stockholder of GlobalPayNet Holdings, Inc.




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.




29




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.




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 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.  Additional funding will be necessary to continue development and marketing of our product.
  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. 1 to Form 10-K contemplate our continuation as a going concern.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.




30




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




31




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 value5,000,000 shares authorized:  1,000,000 shares issued and outstanding


1,000



1,000Common stock: $0.001 par value300,000,000 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

Capital


Accumulated

Other

Comprehensive

Income (Loss)


Deficit

Accumulated

During the

Development Stage


Total

Stockholders’

EquityShares


Amount


Shares


AmountBalance, 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
)


(7,413,608Total 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 integralpart 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 lossto 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.




32




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:




33





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 observableas 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.




34





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.




35




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.




36




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.







37








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”).




38




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.








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.




39


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
%





40





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.




41





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





None.




ITEM 9AT. CONTROLS AND PROCEDURES





Management’s Annual 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 GAAP. 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.




Evaluation of Disclosure Controls and Procedures
 
 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding the required disclosures.
 
 Our Chief Executive Officer conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. 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.
 Report of Managements’s Annual Report on Internal Control over Financial Reporting.
 
 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 of our disclosure controls and procedures (as such term is defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act). 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. 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.
 
 Subsequent to December 31, 2009, the Company took steps to improve its internal controls over financial reporting and engaged a professional consultant to perform a more thorough analysis of our financial transactions and oversee our financial reporting.  We believe these steps have improved our internal control over financial reporting.




ITEM 9B. OTHER INFORMATION





None.




42




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 is the founder, CEO and Chairman of GlobalPayNet Holdings Inc., Globus Payments Ltd. and GlobeXPayNet S.A. After graduating with B of ARCH degree in Architecture with 2 other specialties in structural engineering and urban planning from Pratt Institute in New York and CCAC in San Francisco California, Ghiai worked as an entrepreneur for a few years, before forming his first web-based business in 2000. With this first Internet venture, Ghiai won the Entrepreneur Profile Award from the San Francisco Business. He was also featured in several articles in CRM Daily, USA Today, and The Wall Street Journal’s Special Report: Technology Section as an expert on online commerce in the USA and Europe and numerous interviews with Bloomberg and Business Wire. In 2002 Alain’s e-commerce experience prompted him to gather his technology team and develop an IP Gateway processing platform, using existing networks and experience. After founding GlobalPayNet in 2004, Ghiai started advanced technical work on his payment gateway platform and raised sufficient funds to take his company to PCI DSS Level 1 compliance. Subsequently, a wholly owned subsidiary was formed in Canada in 2007 by the name of Globus Payments Ltd. In Europe, Ghiai incorporated GlobeXPayNet S.A. in Switzerland and its two wholly owned entities, GlobeX Payment Systems Ltd. (U.K.) and GlobeXPayNet Sp. z o.o. (Poland). Ghiai plans to use his long experience as an entrepreneur and his vast network of business contacts (able to reach over 18 million business individuals on LinkedIn, Xing and Ecademy), to turn the GlobalPayNet group into a global leader in secure data processing and storage.




Alain Ghiai is a citizen of Belgium and a resident of Switzerland.




Dr. Claudio Alberti




Chief Operating Officer




Dr. Alberti is GlobeXPayNet’s and GlobalPayNet’s Chief Operating Officer in charge of supervising the company’s operations from both a business and technical perspective.  Dr. Alberti graduated in Telecommunications Engineering at the Polythecnic of Milan and then obtained a PhD degree at the École Polythecnique Fédérale de Lausanne (EPFL) in Switzerland on Digital Rights Managements (DRM) and Intellectual Property Management and Protection (IPMP).  He took part to several European projects in the IST Framework Program 5 and 6.  He participated to the standardization and reference implementation of Intellectual Property Management and Protection (MPEG-4 IPMP-X) in the ISO/IEC Moving Pictures Experts Group (MPEG) standard committee.  Dr. Alberti also supported the effort of IPMP standardization in the framework of ISO/IEC 21000 (MPEG-21).  He is the author or co-author of more than 15 MPEG contributions and 20 deliverables for FP5 and FP6 European projects as well as being the author or co-author of publications to several conferences: ISCAS, DAFX, ICASSP, AES, EUSIPCO, CONFTELE, SPIE Symposium on Electronic Imaging. Publications to journals include: IEEE Transactions on Multimedia, International Journal of Imaging Systems and Technology.




43




After leaving the Academic activity Dr. Alberti served WISeKey SA in Geneva, Switzerland as data security expert to work on next generation secure identity management solutions and enterprise scale Public Key Infrastructures (PKI) deployment. Here he specialized in X.509 digital certificates lifecycle management and online data protection technology. Customers and partners included large corporations and public administrations requiring highly reliable solutions to protect their critical information processing infrastructures.




Claudio Alberti is an Italian citizen 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).




Code of Ethics




GlobaPayNet 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




GlobaPayNet 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




GlobaPayNet 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 ($)

Bonus ($)

Stock Awards

($) (1)(2)

Option Awards

($) (1)(3)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

($)

All Other Compensation

($) (4)

Total

($)Alain Ghiai, Chairman and CEO

2009

2008

2007

—

—

—

—

—

—

—

—

3,118,000

5,499,094

5,258,040

—

—

—

—

—

—

—

110,417

90,000

—

5,609,511

5,348,040

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.







44




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 AwardsEquity

Incentive

Plan

Awards:

Market

or Payout

Value of

Unearned

Shares,

Units

or Other

Rights

That

Have Not

Vested

($)Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units

or Other

Rights

That

Have Not

Vested

(#)Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)Market

Value

of Shares

or Units

of Stock

That

Have Not

Vested

($)(1)Number

of Shares

or Units

of Stock

That

Have Not

Vested

(#)Number of

Securities Underlying

Unexercised Options

(#)Option

Exercise

Price

($)Option

Expiration

Date

Option

Vesting

DateName
Exercisable

UnexercisableAlain 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.




45




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

210,163,750 (2)

87. 33
%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

4, 628,190

11. 39
%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, 6 43,748 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,




·
4, 628,190 shares owned directly by Renovatio Media Group S.A. (“Renovatio”), of which Mr. Ghiai is the sole director;




·
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





EE-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.





46




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 GlobeXPayNet S.A.  In August 2007, we 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.  A sum of EUR500, 000 was invested in this venture in order to secure a global marketing partner in the payment industry with far-reaching contacts with large multinational companies.   GlobeXPayNet S.A. is also contracting with GlobalPayNet’s subsidiary Globus Payments Ltd. for all its PCI compliance work.  As of the date hereof, GlobeXPayNet S.A.’s sole director is Alain Ghiai, who is also a director, president and majority stockholder of the Company.




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.




47




PART IV




ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES




EXHIBITNUMBER

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 Financial Officer)

Filed herewith32.1

Section 1350 Certification (CEO)

Filed herewith32.2

Section 1350 Certification (Principal Financial Officer)

Filed herewith





48





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 the30th day of June, 2010.




GLOBALPAYNET HOLDINGS INC.,

a Nevada CorporationBy:
/s/ ALAIN GHIAIAlain Ghiai

Chief Executive 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 & Chairman of the Board

June 30, 2010Alain Ghiai