UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





———————


FORM
10-KSB


———————





X
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended: December 31, 2007TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from: _____________ to
  _____________





———————





Global
Roaming Distribution, Inc.


(Name of
small business issuer in its charter)





———————





Florida
            333-70868
            65-1129569(State
      or Other Jurisdiction
            (Commission
            (I.R.S.
      Employerof
      Incorporation)
            File
      Number)
            Identification
      No.)




20801
Biscayne Blvd. Suite 101, Miami, FL 33180


(Address
of Principal Executive Office) (Zip Code)




(305)
249-3121


(Registrant’s
telephone number, including area code)




Commoncache,
Inc.




1021
Ives Dairy Rd. Suite 101, Miami, FL 33179


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


———————


Securities
      registered pursuant to Section 12(b) of the
      Act:  NoneTitle
      of each class
            
            Name
      of each exchange on which registeredSecurities
      registered pursuant to Section 12(g) of the Act:Common
      Stock, par value $.0001(Title
      of Class)


———————


Check
      whether the issuer (1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
      12 months (or for such shorter period that the registrant was required to
      file such reports), and(2)
      has been subject to such filing requirements for the past 90
      days.
            X
            Yes
            
            NoCheck
      if there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statementsincorporated
      by reference in Part III of this Form 10-KSB or any amendment to this Form
      10-KSB.Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).
            
            Yes
            X
            NoState
      issuer’s revenue for its most recent fiscal year December 31, 2007 was $
      85,154.State
      the aggregate market value of the voting and non-voting common equity held
      by non-affiliates computed by reference to the price at which the common
      equity was sold, or the average bid and asked price of such common equity,
      as of  March 17, 2008 was approximately $
      69,903,960.Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date:164,730,800
      shares issued and outstanding as of March 17, 2008.Transitional
      Small Business Disclosure Format (Check one):
            
            Yes
            X
            No











INDEX








PART
      IItem
      1.
              Description
      of Business.
              2Item
      2.
              Description
      of Property.
              11Item
      3.
              Legal
      Proceedings.
              11Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              11PART
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.
              12Item
      6.
              Managements’
      Discussion and Analysis or Plan of Operation.
              13Item
      7.
              Financial
      Statements.
              17Item
      8.
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
              18Item
      8A.
              Controls
      and Procedures.
              18Item
      8B.
              Other
      Information.
              19PART
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters, Control Persons and Corporate
      Governance;  Compliance
      With Section 16(a) of the Exchange Act.
              19Item
      10.
              Executive
      Compensation.
              21Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and  Related
      Stockholder Matters.
              22Item
      12.
              Certain
      Relationships and Related Transactions, and Director
      Independence.
              25Item
      13.
              Exhibits.
              26Item
      14.
              Principal
      Accounting Fees and Services.
              26SIGNATURES
              27







1





FORWARD
LOOKING STATEMENTS
 
 Except
for the historical information contained herein, some of the statements in this
Annual Report contain forward-looking statements that involve risks and
uncertainties. These statements are found in the sections entitled "Business,"
"Management's Discussion and Analysis or Plan Operations," and "Risk Factors."
They include statements concerning: our business strategy; expectations of
market and customer response; liquidity and capital expenditures; future sources
of revenues; expansion of our proposed product line; and trends in industry
activity generally. In some cases, you can identify forward-looking statements
by words such as "may," "will," "should," "expect," "plan," "could,"
"anticipate," "intend," "believe," "estimate," "predict," "potential," "goal,"
or "continue" or similar terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including, but
not limited to, the risks outlined under "Risk Factors," that may cause our or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. For example, assumptions that could cause actual results to vary
materially from future results include, but are not limited to: our ability to
successfully develop and market our products to customers; our ability to
generate customer demand for our products in our target markets; the development
of our target markets and market opportunities; our ability to manufacture
suitable products at competitive cost; market pricing for our products and for
competing products; the extent of increasing competition; technological
developments in our target markets and the development of alternate, competing
technologies in them; and sales of shares by existing shareholders. Although we
believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Unless we are required to do so under federal securities laws
or other applicable laws, we do not intend to update or revise any
forward-looking statements.  Readers are urged to carefully review and
consider the various disclosures made throughout the entirety of this Annual
Report, which are designed to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operations and
prospects.
 
 You can
read and copy any materials we file with the SEC at the SEC's Public Reference
Room at 100 F Street, NE, Washington, DC 20549.  You can obtain
additional information about the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet
site (www.sec.gov) that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC,
including us.  For additional information about our business, please
visit our website at www.celtrek.com.




PART
I




ITEM 1.
            DESCRIPTION
      OF BUSINESS.




Our
Business




As a
result of the consummation of a reverse merger, discussed below, the
business of Global Roaming Distribution, Inc. is centered
around distribution of its primary product, CelTrek and its ability to
provide new solutions to exorbitant international roaming charges. Through
strategic alliances with the leaders in the cellular industry, GRDB has been
able to develop attractive solutions to this complex problem and deliver them to
its customers.




GRDB’s
primary product, the CelTrek SIM Card, offers a simple solution for smart,
international mobile services to business and leisure
travelers.  CelTrek Smart SIMs seek to eliminate expensive roaming
costs in over 165 countries, with expansion anticipated to extend to an
additional 30 countries in the 2008 fiscal year.








2




Background




The Companywas initially
incorporated as Burgers By Farfour, Inc. in accordance with the Laws of the
State of Florida.On May 17,
2003, concurrent with a change of control, the Company changed its name to
Fabulous Fritas Corporation.  On September 20, 2006, the Company
changed its name to  Commoncache,  Inc.





On
February 21, 2007 (“date of inception”), FreeCom, LLC was organized under the
laws of the State of Florida as a limited liability
corporation.  FreeCom was established as a marketing entity for the
promotion, sale and distribution of telecommunications equipment.





On April
2, 2007, FreeCom entered into a distributor agreement (the “Distributor
Agreement”) with Global Roaming Inc. (dba CelTrek) (“CelTrek”), pursuant to
which CelTrek granted to FreeCom exclusive internet distribution rights to
CelTrek’s Global SIM technology and exclusive operating rights and ownership of
the CelTrek website. Under the terms of the Distributor Agreement, FreeCom is to
receive a 20% commission on sales of the CelTrek technology through the
internet. The term of the Distributor Agreement is five years, renewable
automatically for successive similar terms .  FreeCom commenced
commercial operations on April 2, 2007, under the Distributor Agreement
distributing CelTrek’s Global SIM technology.





On
September 28, 2007, the Company entered into and closed a share exchange
agreement (the “Share Exchange Agreement”) with FreeCom and each of
FreeCom’s holders of membership interests (the “FreeCom Interestholders”).
Pursuant to the Share Exchange Agreement, the Company acquired all of the issued
and outstanding ownership interests of FreeCom in exchange for an aggregate
37,000,000 shares of Commoncache common stock. Concurrently with closing of the
Share Exchange Agreement, the existing shareholders of Commoncache returned
21,500,000 shares of common stock to treasury for cancellation. In addition, the
existing shareholders who did not return their shares received anti-dilution
protection for a period of three years. Upon completion of the foregoing
transactions, Commoncache had an aggregate of 41,182,700 shares of common stock
issued and outstanding, the FreeCom Interestholders acquired 89% of the issued
and outstanding capital stock of Commoncache, and FreeCom became a wholly-owned
subsidiary of the Company.




Pursuant
to the Share Exchange Agreement, The Vantage Group, Ltd. was granted a right of
first refusal for future financings by Commoncache.




Pursuant
to the Share Exchange Agreement, the Company effected the following actions,
duly approved by a majority of the Company’s shareholders on October 23,
2007:




1.
            The
      Company’s name was changed from Commoncache to “Global Roaming
      Distribution, Inc.” and




2.
            The
      Company's certificate of incorporation was amended to increase the number
      of authorized shares of common stock, par value $.0001 per share (the
      “Common Stock”), of the Company from 100,000,000 shares to 300,000,000
      shares and to increase the authorized shares of the Company's "blank
      check" preferred stock from 10,000,000 to 50,000,000 shares;
      and




3.
            the
      Company completed a 4-to-1 forward split of the Commoncache common stock
      (by way of a mandatory exchange of certificates) on December 3,
      2007.







Description
of Products and Services





As a
result of a distributor agreement entered into by and between FreeCom and
CelTrek on April 2, 2007, the Company distributes Global SIM technology through
the CelTrek website.  CelTrek’s Global SIM technology is based upon
the use of a SIM card or Subscriber Identity Module (SIM), which is a removable
smart card for mobile phones.  SIM cards securely store the
service-subscriber key (IMSI) used to identify a GSM subscriber. The SIM card
allows users to change phones by simply removing the SIM card from one mobile
phone and inserting it into another mobile phone. SIM cards are used with
carriers that operate on the GSM network.





Each SIM
card contains an application compressed into less than 5KB and designed to
initiate services by sending designated Service Action Requests according to the
requested service.  The Service Action Request is transferred to the
Global Roaming Platform without the use of the Short Message Service (SMS) or
Unstructured Supplementary Service Data (USSD), and without creating a charging
record (CDR) by the visited network.  CelTrek’s Global SIM technology
thereby offers portable, low cost voice communications on a worldwide
scale.






3





The
Company is part of the telecommunications industry, including the following
sub-industries:





·
            National
      and international carriers (AT&T) which dominate the long distance
      market and offer unified messaging system (“UMS’) to their
      customers;·
            Regional
      operating companies (Pacific Bell, GTE) which provide local service and
      switch long distance traffic to the carriers and CLECs (defined below).
      They also offer UMS to their
customers;





·
            Competitive
      local exchange carriers (“CLEC”) provide both local and long distance
      service and market UMS to their customers;·
            Resellers
      which aggregate traffic and provide discount long distance service and UMS
      to their customers;





·
            Unified
      messaging and personal communications service providers with in-house
      switching capability, such as FreeCom, that offer CelTrek and similar
      services to all consumers and
businesses.





One
CelTrek SIM can allow a user to take advantage of the following services and
features:





·
            Travel
      with just one SIM card in over 165 countries;·
            Save
      up to 85% on all your calls;





·
            Travel
      with a local number; save your callers money;·
            No
      connection fees;





·
            24/7
      live customer care service;·
            Instant
      on-line access to control your
account;





·
            Free
      voice mail and incoming SMS;·
            Customized
      features for your company;





·
            Save
      up to 85% on International Roaming·
            Provide
      Custom Features; and





·
            Guarantee
      you get your calls — no matter where in the world you
  are.





The
Company provides worldwide roaming related services and features such
as:





·
            Manage
      budget before and during each trip;·
            Real
      Time Billing System—Instant
On-line;





·
            Monitor
      users On-Line;·
            View
      users’ location in Real Time;





·
            Report
      Generator—customize usage analysis;·
            Competitors
      Comparison Reports;





·
            User
      Friendly;·
            Free
      Advanced Voice Mail;





·
            Free
      incoming text messages (SMS);·
            Real
      Time Billing;





·
            Call
      Waiting, last dialed calls, conference call;·
            Record
      and e-mail calls;





·
            E-mail
      your Voice Mail messages; and·
            Easy
      phone contact list management.





Our
Customer and Product/Marketing Strategy





The
Company has targeted five primary market segments:





1.  General
consumers and business market


2.  Private
or Governmental Organizations


3.  Corporate


4.  International
Travelers


5.  Military






4





The
Company markets its products to customer segments that require the basic mobile
telecommunication services (such as voice messaging, text message, and voice to
email) in a single solution. The Company spends substantial marketing efforts in
determining which set of features are the most attractive to each customer
segment. Offering customized quality product to each customer segment at a
competitive price level is one of the Company’s marketing goals.





The
Company emphasizes speed in penetrating selected markets and implementing
advertising and public relations campaigns. Financial results are compiled and
reported weekly so that gross and net margins can be reviewed and benchmarked
against the competition. Marketing is continually monitored and adjusted as
needed to maximize market penetration and profitability. The Company believes
cost control and brand management will be critical to the overall
strategy.





Sales
and Marketing





The
Company uses highly targeted Sales and Marketing efforts, specifically aimed at
procuring customers that will be high air time consumers.  As such,
the Company relies upon direct personal sales contact with those responsible for
managing corporate or governmental travel, or those who are concerned with
reducing overall travel expenses, of which roaming cellular costs is a large
component.  Additionally, the Company targets travel agencies that
specialize in corporate or high end group travel.  The Company
maintains an internet site and web presence for individual sales and air time
recharging to individual users.





From time
to time, the Company uses mass advertising or special promotions when the
demographic base matches with the strategy of procuring high air time
users.





Additionally,
the Company has developed several business layers to add affiliates, resellers,
developers and white label or branded sales partners, thus expanding the reach
of SIM market potential substantially.





Materials
and Suppliers





On April
2, 2007, FreeCom entered into the Distributor Agreement with CelTrek, pursuant
to which CelTrek granted to FreeCom exclusive internet distribution rights to
CelTrek’s Global SIM technology for a payment of $250,000.  Pursuant
to the Distributor Agreement, Freecom is also the exclusive operator and owner
of the CelTrek website. FreeCom will receive a 20% commission on sales of the
CelTrek technology through the internet. The term of the Distributor Agreement
is five years, renewable for successive five year terms.





Currently,
100% of our revenue is generated from and dependant upon the distribution of
CelTrek product and services.  Although we are highly dependent on the
continued existence of CelTrek and the acceptance of its products and services
in the cellular market, as the single source of supply, we have secured
extremely solid relationships with CelTrek.  Not only do we enjoy
exclusive internet distribution rights, we also share facilities and have common
management.  Furthermore, CelTrek is a dba for Global Roaming, Inc.,
and Global Roaming Inc. is a significant shareholder in our Company





Technology
and Research and Development





The
Company is currently and constantly in process of adding new features and
services to CelTrek's SIM product, as well as adding layers to its business
services.  Part of the marketing plan is to own and build its own
technology.







Competition
and Competitive Advantages





The
Company’s primary competition are other well-branded companies which have deep
advertising pockets, feature-rich and competitive services, and an established
brand. Our competitors include:





·
            National
      and international carriers (AT&T) which dominate the long distance
      market and offer unified messaging system (“UMS’) to their
      customers;·
            Regional
      operating companies (Pacific Bell, GTE) which provide local service and
      switch long distance traffic to the carriers and CLECs (defined below).
      They also offer UMS to their customers;·
            Competitive
      local exchange carriers (“CLEC”) provide both local and long distance
      service and market UMS to their customers;·
            Resellers
      which aggregate traffic and provide discount long distance service and UMS
      to their customers;





·
            Unified
      messaging and personal communications service providers with in-house
      switching capabilities that offer similar services to all consumers and
      businesses.






5




The
primary buying factors in personal telecommunication systems are price,
accessibility, and ease of use. There is significant brand loyalty based on the
company's experience with its current customer base. Once an individual has
acclimated to the CelTrek system and memorized the access routine, he tends to
be reluctant to switch to another service. Very much the same attitude prevails
in consumer long distance, where demonstrable savings fail to sway a large
segment of the population to switch carriers. AT&T still has over 60% of the
market even though they are the highest cost carrier in a commodity business.
Powerful branding and advertising, even with premium pricing, will create a
significant barrier to competitors taking our customers. Being the market
leader, like AT&T, will strengthen the company's branding position and also
make it more difficult for the competition.





The
Company believes CelTrek has an impressive array of features that will quickly
overwhelm the typical prospect, unless the sales presentation is focused on the
key features that especially appeal to the particular target market. Many
potential customers have admitted they decided CelTrek is too much for their
needs, that the system is overqualified. The Company focuses on a few features
that have the broadest appeal and aggressively market these features to our five
target markets. This includes CelTrek’s ability to offer one SIM card that
services over 165 countries providing the end user with a local phone
number.





The
Company believes one of its major competitive advantages is its technological
lead over the major competitors in its ability to seamlessly integrate the
voice, text message, and unified data communications needed by the target
market. At the same time, the Company boasts a management team with decades of
experience in the telecommunications industry. These people have a track record
of capitalizing on the technology market.





Intellectual
Property







The
Company has no intellectual property of its own, but pursuant to a Distributor
Agreement dated as of April 2, 2007 by and between FreeCom and Celtrek, it has
exclusive internet distribution rights to CelTrek’s Global SIM technology for a
payment of $250,000 and is the exclusive operator and owner of the CelTrek
website. FreeCom will receive a 20% commission on sales of the CelTrek
technology through the internet. The term of the Distributor Agreement is five
years, renewable automatically for successive similar terms .





Government
Regulation




As a
distributor of CelTrek technology, we are not directly subject to significant
government regulation. However,
Celtrek’s business is dependent on FCC licenses that may not be renewed, and the
FCC has jurisdiction over CelTrek’s interstate telecommunications services and
other matters for which the FCC has jurisdiction under the Communications Act of
1934, as amended. As such, our business may be affected by failure to obtain any
required license renewals, as well as changes to regulatory requirements to
which CelTrek is subject.  We may also become subject to regulation
should our services grow. Future changes in the regulatory environment may
adversely affect Celtrek’s and/or our business, making it harder or more
expensive to run the business. The wireless communications industry is subject
to regulation by the FCC and various state regulatory agencies. From time to
time, legislation and regulations that could potentially adversely affect
Celtrek and/or the Company may be proposed by federal and state legislators. The
Company cannot assure investors that federal or state legislation or regulations
will not be adopted that would adversely affect Celtrek’s and/or our business by
making it harder or more expensive to conduct its operations.
  Employees




Presently
we have three full-time employees who serve as officers of the Company in the
following capacities: Yakov Sarousi- President and CEO, Michael Thaler – Chief
Financial Officer and Treasurer and Jenny Callicott – Chief Operating
Officer.







6




RISK
FACTORS









We
are a new venture with a limited operating history.




Due to
our limited operating history, our ability to operate successfully is materially
uncertain and our operations are subject to all risks inherent in a developing
business enterprise. Our lack of an operating history makes it difficult to
evaluate our likelihood of commercial viability and market acceptance of our
products.




We
may not be able to effectively control and manage our growth, which would
negatively impact our operations.





If our
business and markets grow and develop it will be necessary for us to finance and
manage expansion in an orderly fashion. We may face challenges in managing
expanding product and service offerings and in integrating any acquired
businesses with our own. Such eventualities will increase demands on our
existing management, workforce and facilities. Failure to satisfy increased
demands could interrupt or adversely affect our operations and cause
administrative inefficiencies.




We
may be unable to successfully execute any of our identified business
opportunities or other business opportunities that we determine to
pursue.





We
currently have a limited corporate infrastructure. In order to pursue business
opportunities, we will need to continue to build our infrastructure and
operational capabilities. Our ability to do any of these successfully could be
affected by any one or more of the following factors:





·
            our
      ability to raise substantial additional capital to fund the implementation
      of our business plan;




·
            our
      ability to execute our business strategy, which could be affected by our
      lack of experience in providing telecommunication distribution
      services;





·
            the
      ability of our services to achieve market
  acceptance;




·
            our
      ability to manage the expansion of our operations and any acquisitions we
      may make, which could result in increased costs, high employee turnover or
      damage to customer relationships;




·
            our
      ability to attract and retain qualified
  personnel;




·
            our
      ability to manage our third party relationships effectively;
      and




·
            our
      ability to accurately predict and respond to the rapid technological
      changes in our industry and the evolving demands of the markets we
      serve.




Our
failure to adequately address any one or more of the above factors could have a
significant impact on our ability to implement our business plan with respect to
financial services and our ability to pursue other opportunities that
arise.





Our independent registered
accounting firm has cited our ability to continue as a going
concern.





Our
auditors have added an explanatory paragraph to their opinion on our financial
statements because of concerns about our ability to continue as a going
concern.  These concerns arise from the fact that we have not yet
established an ongoing source of revenues sufficient to cover our operating
costs and that we must raise additional capital in order to continue to operate
our business.  If we fail to generate positive cash flows or obtain
additional financing when required, we may have to modify, delay or abandon some
or all of our business and expansion plans.






7





We will need significant additional
capital, which we may be unable to obtain.





Our
capital requirements in connection with our development activities and
transition to commercial operations have been and will continue to be
significant. Until the Company’s online website operations becomes commercially
viable and generates sufficient revenues, it must continue to rely upon debt
and/or equity infusions and forming strategic relationships and alliances in
order to continue the commercialization of its internet based marketing and
distribution operations.  However, there can be no assurances that
financing will be available in amounts or on terms acceptable to us, if at
all.





The
blurring of the traditional dividing lines between long distance, local,
wireless, video and Internet services contribute to increased
competition.





The
traditional dividing lines between long distance, local, wireless, video and
Internet services are increasingly becoming blurred. Through mergers, joint
ventures and various service expansion strategies, major providers are striving
to provide integrated services. This trend is also reflected in changes in the
regulatory environment that have encouraged competition and the offering of
integrated services. We expect competition to intensify as a result of the
entrance of new competitors or the expansion of services offered by existing
competitors, and the rapid development of new technologies, products and
services. We cannot predict which of many possible future technologies,
products, or services will be important or what expenditures we will be required
to make in order to develop and provide these technologies, products or
services. To the extent we do not keep pace with technological advances or fail
to timely respond to changes in the competitive environment affecting our
industry, our revenue, cash flows and net income could be materially adversely
affected.  Our competitors are well established with greater name
recognition and greater financial, technical and marketing resources than we
have.





Our
competitors include:





·
            National
      and international carriers (AT&T) which dominate the long distance
      market and offer unified messaging system (“UMS’) to their
      customers;·
            Regional
      operating companies (Pacific Bell, GTE) which provide local service and
      switch long distance traffic to the carriers and CLECs (defined below).
      They also offer UMS to their customers;·
            Competitive
      local exchange carriers (“CLEC”) provide both local and long distance
      service and market UMS to their customers;·
            Resellers
      which aggregate traffic and provide discount long distance service and UMS
      to their customers;





·
            Unified
      messaging and personal communications service providers with in-house
      switching capabilities that offer similar services to all consumers and
      businesses.




Our
operating results may fluctuate, which makes our results difficult to predict
and could cause our results to fall short of expectations.





Our
operating results may fluctuate as a result of a number of factors, many outside
of our control. As a result, comparing our operating results on a
period-to-period basis may not be meaningful, and you should not rely on our
past results as an indication of our future performance. Our quarterly,
year-to-date and annual expenses as a percentage of our revenues may differ
significantly from our historical or projected rates. Our operating results in
future quarters may fall below expectations. Any of these events could cause our
stock price to fall. Each of the risk factors listed in herein may affect our
operating results.




Our
business depends on the establishment and development of a strong brand, and if
we do not establish, develop and enhance our brand, our ability to attract and
retain customers may be impaired and our business and operating results may be
harmed.





We
believe that our brand will be a critical part of our business. Establishing,
developing and enhancing our brand may require us to make substantial
investments with no assurance that these investments will be successful. If we
fail to establish, promote and develop the “CelTrek” brand, or if we incur
significant expenses in this effort, our business, prospects, operating results
and financial condition may be harmed. We anticipate that establishing,
developing, maintaining and enhancing our brands will become increasingly
important, difficult and expensive.






8





We
are dependent on the technology and business of our sole provider, CelTrek, and
if CelTrek’s business operations are impaired, our business and operating
results may be harmed.





We
currently have a cooperative and dependent business relationship with CelTrek,
with which we have exclusive internet distribution rights to CelTrek’s Global
SIM technology.  We also serve as the exclusive operator and owner of
the CelTrek website.  Currently, 100% of our revenue is generated from
and dependant upon the distribution of CelTrek product and
services.  As a result, we are highly dependent on the continued
existence of CelTrek and the acceptance of its products and services in the
cellular market.  Claims, assertions, liens, or other circumstances
that affect the business, operations, intellectual property, or prospects of
Celtrek may adversely affect our business, operating results, and financial
condition.





The
intellectual property rights utilized by us and our suppliers and service
providers may infringe on intellectual property rights owned by
others.





We
purchase products from suppliers, and outsource services to service providers,
that incorporate or utilize intellectual property. We and some of our suppliers
and service providers may receive in the future, assertions and claims from
third parties that the products or software utilized by us or our suppliers and
service providers infringe on the patents or other intellectual property rights
of these third parties. These claims could require us or an infringing supplier
or service provider to cease certain activities or to cease selling the relevant
products and services. Such claims and assertions also could subject us to
costly litigation and significant liabilities for damages or royalty payments,
or require us to cease certain activities or to cease selling certain products
and services.





We
rely on highly skilled personnel and, if we are unable to retain or motivate key
personnel or hire qualified personnel, we may not be able to grow
effectively.




Our
performance largely depends on the talents and efforts of highly skilled
individuals. Our future success depends on our continuing ability to identify,
hire, develop, motivate and retain highly skilled personnel for our
organization. Our continued ability to compete effectively depends on our
ability to attract new technology developers and to retain and motivate our
existing contractors.





We
do not independently purchase insurance for our employees and business, and may
be exposed to certain risk as a result.




As the
exclusive distributor of CelTrek technology, we share office facilities with
CelTrek at no cost to the Company and have common management (who currently
comprise all of our employees).  As such, we enjoy certain employee
and property liability coverage from that purchased by CelTrek.  The
Company believes its coverage via CelTrek is sufficient, however , we currently
do not independently purchase insurance for our employees, facilities, or
operations, and we may in certain circumstances directly incur liability and
related expenses caused by claims, assertions, or litigation that may be brought
against us.





Interruption
or failure of our information technology and communications systems could impair
our ability to provide our services, which could damage our reputation and harm
our operating results.





Our
services will depend on the development and continuing operation of our
information technology and communications systems. We may experience service
interruptions or system failures. Any unscheduled service interruption adversely
affects our ability to operate our business and could result in an immediate
loss of revenues. If we experience frequent or persistent system or network
failures, our reputation could be permanently harmed. We need to make
significant capital expenditures to ensure the reliability of our systems, but
these capital expenditures may not achieve the results we expect.




If
our strategy is unsuccessful, we will not be profitable and our stockholders
could lose their investment.





There is
no track record for companies pursuing our strategy, and there is no guarantee
that our strategy will be successful or profitable. If our strategy is
unsuccessful, we may fail to meet our objectives and not realize the revenues or
profits from the business we pursue that may cause the value of the Company to
decrease, thereby potentially causing our stockholders to lose their
investment.






9





The
telecom industry fluctuates and is affected by many factors, including decisions
by service providers regarding their deployment of technology and their timing
of purchases, as well as demand and spending for communications services by
businesses and consumers.





After
significant deterioration earlier this decade, the global telecom industry
stabilized in 2004 and experienced modest growth in 2005 and 2006, as reflected
in increased capital expenditures by service providers and growing demand for
telecommunications services. Although we believe the overall industry will
continue to grow, the rate of growth could vary geographically and across
different technologies, and is subject to substantial fluctuations. The specific
industry segments in which we participate may not experience the growth of other
segments. In that case, our results of operations may be adversely affected. As
a result of the uncertainty and variations in the telecom industry, accurately
forecasting revenues, results and cash flow remains difficult.




Risks
Related to Ownership of our Common Stock





The
trading price for our common stock has been and may continue to be
volatile





The
market price of our common shares has experienced fluctuations and may continue
to fluctuate significantly. The market price of our common shares may be
adversely affected by various factors, including proposed Internet legislation
or enforcement of existing laws, innovation and technological changes, the
emergence of new competitors, quarterly variations in revenue and results of
operations, speculation in the press or analyst community and general market
conditions or market conditions specific to particular industries, including the
Internet and gaming.





There
is a limited market for our common stock which may make it difficult for you to
sell your stock.





Our
common stock trades on the OTCBB under the symbol “GRDB.” There is a limited
trading market for our common stock. Accordingly, there can be no assurance as
to the liquidity of any markets that may develop for our common stock, the
ability of holders of our common stock to sell our common stock, or the prices
at which holders may be able to sell our common stock.





Our
shares are subject to the U.S. “Penny Stock” Rules and investors who
purchase our shares may have difficulty re-selling their shares as the liquidity
of the market for our shares may be adversely affected by the impact of the
“Penny Stock” Rules.




Our stock
is subject to U.S. "Penny Stock" rules, which may make the stock more difficult
to trade on the open market. Our common shares currently trade on the OTCBB. A
"penny stock" is generally defined by regulations of the U.S. Securities and
Exchange Commission ("SEC") as an equity security with a market price of less
than US$5.00 per share. However, an equity security with a market price under
US$5.00 will not be considered a penny stock if it fits within any of the
following exceptions:




(i)
            the
      equity security is listed on NASDAQ or a national securities
      exchange;(ii)
            the
      issuer of the equity security has been in continuous operation for less
      than three years, and either has (a) net tangible assets of at least
      US$5,000,000, or (b) average annual revenue of at least US$6,000,000;
      or(iii)
            the
      issuer of the equity security has been in continuous operation for more
      than three years, and has net tangible assets of at least
      US$2,000,000.




Our
common stock does not currently fit into any of the above
exceptions.




If an
investor buys or sells a penny stock, SEC regulations require that the investor
receive, prior to the transaction, a disclosure explaining the penny stock
market and associated risks. Furthermore, trading in our common stock is
currently subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ
and non-exchange listed securities. Under this rule, broker/dealers who
recommend our securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. Securities are exempt from this rule if their market price is at
least $5.00 per share.






10




Since our
common stock is currently deemed a penny stock, it will be subject to penny
stock regulations, which may reduce market liquidity of our common stock,
because they limit the broker/dealers' ability to trade, and a purchaser's
ability to sell, the stock in the secondary market.




The low
price of our common stock has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders. The low price of our common
stock also limits our ability to raise additional capital by issuing additional
shares. There are several reasons for these effects. First, the internal
policies of certain institutional investors prohibit the purchase of low-priced
stocks. Second, many brokerage houses do not permit low-priced stocks to be used
as collateral for margin accounts or to be purchased on margin. Third, some
brokerage house policies and practices tend to discourage individual brokers
from dealing in low-priced stocks. Finally, broker's commissions on low-priced
stocks usually represent a higher percentage of the stock price than commissions
on higher priced stocks. As a result, the Company’s shareholders may pay
transaction costs that are a higher percentage of their total share value than
if our share price were substantially higher.




As
An Issuer Of “Penny Stock” The Protection Provided By The Federal Securities
Laws Relating To Forward Looking Statements Does Not Apply To Us And As A Result
We Could Be Subject to Legal Action.





Although
federal securities laws provide a safe harbor for forward-looking statements
made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, if we
are a penny stock, we will not have the benefit of this safe harbor protection
in the event of any legal action based upon a claim that the material provided
by us contained a material misstatement of fact or was misleading in any
material respect because of our failure to include any statements necessary to
make the statements not misleading. Such an action could hurt our financial
condition.





For more
information about penny stocks, contact the Office of Filings, Information and
Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, or by telephone at
(202) 272-7440.




ITEM 2.
            DESCRIPTION
      OF PROPERTY.




Effective
September 28, 2007, the Company relocated its corporate headquarters to 1021
Ives Dairy Road, Suite 216 Miami, FL  33179.  The Company
shared office facilities at this location with CelTrek, a related party, at no
cost to the Company, until January 2, 2008, when CelTrek and the Company
relocated their offices to 20801 Biscayne Blvd., Suite 101 Miami,
FL  33180, the Company’s current location.  Celtrek provides
both the facilities and administrative services at no cost to the Company.The Company believes its
current office space and facilities are sufficient to meet its needs and does
not anticipate any difficulty securing alternative or additional space, as
needed, on terms acceptable to it.




ITEM 3.
            LEGAL
      PROCEEDINGS.




The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.




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




On
October 23, 2007, a majority of shareholders of the Company voted by written
consent to: (i) change the name of Commoncache to “Global Roaming Distribution,
Inc.” which occurred on November 27, 2007, (ii) increase the number of
authorized shares of Common Stock of the Company from 100,000,000 shares to
300,000,000 shares, (iii) complete a 4-to-1 forward split of the Commoncache
common stock (by way of a mandatory exchange of certificates) which occurred on
December 3, 2007 and (iv) increase the authorized capital of Commoncache to
300,000,000 shares of common stock and 50,000,000 shares of preferred
stock.






11









PART
II






ITEM 5 -
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES




Market
Information





The
Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“GRDB.OB.”





During
2007, the Company filed a request for clearance of quotations on the OTC
Bulletin Board under SEC Rule 15c2-11, Subsection (a)(5) with NASD Regulation
Inc. A Clearance Letter was issued to the Company on February 28, 2007. From
February 28, 2007 through November 26, 2007, the Company’s common stock did not
report any trading activity.





The range
of the high and low last reported bid and ask prices of the Company’s common
stock from November 27, 2007 through December 31, 2007, as reported by the OTC
Bulletin Board, was $3.00 and $1.45, respectively. These quotations represent
inter-dealer prices without retail mark-ups, mark-downs or commissions, and may
not necessarily represent actual transactions.





On March
17, 2008, the last price of the Company’s common stock as reported on the
OTC Bulletin Board was $3.70 per share.




As of
March 17, 2008, the Company had approximately 17 shareholders of record. 
Certain of the shares of common stock are held in “street” name and may be held
by numerous beneficial owners.




*The
above-quoted stock prices have been adjusted to reflect the 4-for-1 forward
split that was approved by a majority of shareholders on October 23, 2007 and
took effect December 3, 2007.





Penny
Stock Regulations





The SEC
has adopted regulations which generally define "penny stock" to be an equity
security that has a market price of less than $5.00 per share. Our common stock,
falls within the definition of penny stock and subject to rules that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000, or annual incomes
exceeding $200,000 or $300,000, together with their spouse).





For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's prior written consent to the transaction. Additionally, for any
transaction, other than exempt transactions, involving a penny stock, the rules
require the delivery, prior to the transaction, of a risk disclosure document
mandated by the SEC relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell the Compamy’s Common Stock and may affect the ability of investors to
sell their Common Stock in the secondary market.





Dividends




The
Company’s board of directors has not declared a dividend on our common stock
during the last two fiscal years and we do not anticipate the payments of
dividends in the near future as we intend to reinvest our profits to grow
operations.






12




Recent
Sales of Unregistered Securities





The
following summarizes the securities that we sold during the fiscal year
ended December 31, 2007 without registering the securities under the Securities
Act:





During
the first quarter of 2007, the Company issued 5,000,000 shares of restricted,
unregistered common stock into escrow to collateralize the unsecured
indebtedness of the Company.  The shares were held in escrow subject
to release only in the event the Company failed to repay its unsecured
indebtedness upon demand.  In September 2007, such escrow was
terminated and such shares were cancelled and returned to the authorized but
unissued shares of common stock of the Company as a result of the requirements
for the issuance of such shares having failed prior to delivery of such shares
to the secured party. Further, the note payable dated August 14, 2006 was
cancelled and satisfied in full by the issuance of 1,869,700
shares.





On
September 28, 2007, the Company entered into and closed a share exchange
agreement with FreeCom and each of FreeCom’s holders of membership interests
(“FreeCom Interestholders”), pursuant to which the Company issued 37,000,000
shares of common stock to the FreeCom Interestholders in exchange for 100% of
the membership interests in FreeCom.





Subsequent
Events (following the year ended December 31, 2007)





On
January 29, 2008, the Company entered into a Share Exchange Agreement with
Global Roaming, Inc. (“GRI”) to purchase 2,000,000 shares of the common stock of
Cubic Telecom, a mobile telephone provider organized under the laws of
Ireland, owned by GRI (the “Cubic Shares”).  As consideration for the
Cubic Shares, the Company issued 8,000,000 shares of the Company’s Series A
Convertible Preferred Stock, par value $0.0001 per share, (the “Series A
Preferred Stock”) having voting rights of 10 votes per share, a stated value of
$0.375 per share, and converting into 10 shares of the Company’s common stock
only upon the occurrence of (i) Cubic Telecom attaining $30,000,000 in annual
sales, and (ii) GRI or Cubic Telecom (or any of their designees) investing
$1,000,000 into the Company for research and development of related business
technology.





Equity
Compensation Plan Information





As of the
date of this report, the Company neither has any securities authorized for
issuance under any equity compensation plans nor does it have any equity
compensation plans.





Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers





None.




ITEM 6.
            MANAGEMENTS’
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.




Overview




You
should read the following discussion and analysis of our financial condition and
results of operations together with our financial statements and the related
notes appearing in this Report.  Some of the information contained in
this discussion and analysis or set forth elsewhere in this Report, including
information with respect to our plans and strategy for our business and related
financing, includes forward-looking statements that involve risks and
uncertainties.  You should review the “Risk Factors” section of this
Report for a discussion of important factors that could cause actual results to
differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and
analysis.






13




As a
result of the reverse merger, financing and related transactions described
in our current report on Form 8-K and 8-K/A filed with the SEC on October 4,
2007 and October 11, 2007, respectively, the Company ceased to be a shell
company and, via FreeCom, became a marketing entity for the promotion, sale and
distribution of telecommunications equipment. Currently we are more specifically
committed to marketing products outlined below, but will seek to promote,
develop and sell other related products.




Significant Accounting
Policies




Our
financial statements 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, liabilities, revenues and expenses.
Note 1 of the Notes to Financial Statements describes the significant
accounting policies used in the preparation of the financial statements. Certain
of these significant accounting policies are considered to be critical
accounting policies, as defined below.




A
critical accounting policy is defined as one that is both material to the
presentation of our financial statements and requires management to make
difficult, subjective or complex judgments that could have a material effect on
our financial condition and results of operations. Specifically, critical
accounting estimates have the following attributes: 1) we are required to
make assumptions about matters that are highly uncertain at the time of the
estimate; and 2) different estimates we could reasonably have used, or
changes in the estimate that are reasonably likely to occur, would have a
material effect on our financial condition or results of
operations.




Estimates
and assumptions about future events and their effects cannot be determined with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the financial statements as
soon as they became known. Based on a critical assessment of our accounting
policies and the underlying judgments and uncertainties affecting the
application of those policies, management believes that our financial statements
are fairly stated in accordance with accounting principles generally accepted in
the United States, and present a meaningful presentation of our financial
condition and results of operations. We believe the following critical
accounting policies reflect our more significant estimates and assumptions used
in the preparation of our consolidated financial statements:




Use of Estimates-- These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States and, accordingly,
require 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.
Specifically, our revenue recognition estimates; future economic benefit of our
license; our marketing initiatives; and our net operating loss for tax
purposes.  Actual results could differ from those
estimates.




Accounts
Receivables-- Accounts receivable are reported at net realizable value.
The Company has established an allowance for doubtful accounts based upon
factors pertaining to the credit risk of specific customers, historical trends,
and other information.  In estimating credit risk, management considers the
customer’s specific performance history with other vendors, credit bureau
reports and industry reputation.  During the period ended December 31,
2007 no losses have been incurred from uncollectable accounts.




Revenue
Recognition-- Our revenue, to date, has been derived from the internet
sales of CelTrek product and services. Revenue is recognized in accordance with
the provisions of Staff Accounting Bulletin (SAB) No. 104 “Revenue Recognition in Financial
Statements”, which states that revenue is realized or realizable and
earned when all of the following criteria are met:




·
            persuasive
      evidence of an arrangement exists,




·
            delivery
      has occurred or services have been
rendered,




·
            the
      seller’s price to the buyer is fixed or determinable,
  and




·
            collectability
      is reasonably assured.






14






These
conditions are typically met upon CelTrek’s processing of a valid order
supported by a consumer credit card from our customer.




Intangible Assets-- We review intangible assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset or asset group
may not be recoverable in accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets.”  An asset is considered
impaired if its carrying amount exceeds the undiscounted future net cash flow
the asset is expected to generate.  We assess the recoverability of
the intangible assets by determining whether the unamortized balances can be
recovered through undiscounted future net cash flows of the related
assets.  We have concluded that none of our long-lived assets are
impaired as of December 31, 2007.




Results of
Operations





The
previously discussed, the reverse acquisition transaction effectively completed
on September 28, 2007, resulted in the Company reporting the financial activity
and results of operations of FreeCom.  FreeCom was formed on February
21, 2007 and therefore no comparisons are made to prior periods.





Three
Months Ended December 31, 2007 (Q4 2007) and the Period From February 21, 2007
(Inception) to December 31, 2007 (YTD 2007)1





Revenueswere $9,639 (Q4 2007)
and $85,154 (YTD 2007).  The Company commenced commercial operations
during the first quarter of its fiscal year ending December 31, 2007 and has
been earning commissions on the sale of SIM product and airtime, under its
exclusive internet marketing and distribution arrangements with
CelTrek.





Cost of
Saleswere
$7,000 (Q4 2007) and $52,000 (YTD 2007).  Under the commission based
arrangement, CelTrek accepts all the costs of product and
distribution.  In Q3 2007, the Company also began distributing product
and selling airtime under an arrangement whereby Celtrek will invoice the
Company for the cost of product and services distributed.  No
transactions were recorded in Q4 2007 under this arrangement.





Sales and
Marketing Costs were $3,687 (Q4 2007) and $58,982 (YTD
2007).  Sales and marketing costs consists primarily of travel and
entertainments costs incurred for promoting the product in Q4 2007 and in-flight
magazine advertising for ads placed in August and September for YTD
2007.





Administration
Costs were $39,088 (Q4 2007) and $98,485 (YTD
2007).  Administration costs generally consist of professional fees,
office expenses and other general and administrative costs.





For Q4
2007, administration costs primarily consisted of legal and accounting fees
($32,054) associated with SEC compliance and reporting and completing the
reverse acquisition transaction.  In addition, the amortization of
website related costs are reported as administrations costs.





For YTD
2007, administration costs primarily consisted of legal and accounting fees
($71,906) associated with establishing the Company and its strategic
relationships along with fees associated with the reverse acquisition
transaction.  The Company also incurred other office expenses and
administration costs ($26,579).





Net
Losswas
$40,136 (Q4 2007) and $124,314 (YTD 2007).  Although the Company has
begun operations, it has still not yet achieved sufficient sales volume to
offset its operating costs.












1 The
Company’s fiscal year is January 1st to
December 31st.  However,
FreeCom’s date of inception was February 21, 2007.  Therefore, for
purposes of this Form 10-KSB, the time period referred to as “Fiscal Year Ended
2007” will be from February 21, 2007 to December 31,
2007.




15







Liquidity and Capital
Resources and Plan of Operations





Overview





The
Company had a net working capital deficit of $28,122 at December 31,
2007.





The
Company has incurred losses since its inception, and consequently it is
uncertain when the Company will consistently generate sufficient revenues to
fund its operational costs.  As shown in the accompanying financial
statements, the Company realized net losses from operations of $124,314 for the
period from February 21, 2007 through December 31, 2007 resulting in an
accumulated deficit of $124,314 as of December 31, 2007. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.





Management’s
plans in regard to this matter are to continue to seek strategic relationships
and alliances in order to further enhance the commercialization and acceptance
of the CelTrek SIM technology in an effort to generate positive cash
flow.  Until its contracts and strategic alliances become fully
economically viable and marketing efforts generate sufficient transaction
volume, the Company may borrow additional funds or seek equity infusions in
order to provide adequate liquidity to sustain its operations.  The
Company cannot guarantee that such sources of funding will be available on
acceptable terms, if at all, if and when they are needed.





Cash
Flows for the YTD 2007





Cash Flows from
Operating Activities.  Net cash used in operations was $62,272
(YTD 2007).  The net cash used in operations results primarily from
the net loss of $124,314. Additional working capital was used to support
increasing revenues in the form of increased accounts receivables ($34,878) that
was partially offset by working capital provided by increased accruals ($71,000)
and increased accounts payables ($5,152).





Cash Flows from
Investing Activities.  Net cash used in investing was $261,400
(YTD 2007), primarily resulting from the cost of acquiring the license to market
and distribute Celtrek SIMs and airtime through the internet.





Cash Flows from
Financing Activities.  Net cash provided by financing was
$336,825 (YTD 2007), provided primarily from the initial capitalization by
investors and supplemented by a shareholder paying certain expenses on behalf of
the company.





Cash
Equivalents.Cash and Cash Equivalents were $13,153 as of
December 31, 2007.





Obligations under Material
Contracts





We do not
have any material contractual obligations as of December 31, 2007.




Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements as of December 31, 2007.





16


ITEM 7.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.







INDEX
TO FINANCIAL STATEMENTS





PageReports
      of Independent Registered Public Accounting Firm
            
            F-1Consolidated Balance
      Sheets as of December 31, 2007
            
            F-2Consolidated
      Statements of Operations for the Period FromFebruary 21, 2007
      through December 31, 2007
            
            F-3Consolidated
      Statements of Shareholders' Equity for the Period From February 21, 2007
      through December 31, 2007
            
            F-4Consolidated
      Statements of Cash Flows for the Period FromFebruary 21, 2007
      through December 31, 2007
            
            F-5Notes to
      Consolidated Financial Statements
            
            F-6









17





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the
board of directors and shareholders of
 Global
Roaming Distribution, Inc and Subsidiary
 (f/k/a
Commoncache, Inc.)
 
 We have
audited the accompanying consolidated balance sheet of Global Roaming
Distribution Inc. and Subsidiary (f/k/a Commoncache, Inc.) as of December 31,
2007 and the related statements of operations, changes in shareholders' equity
and cash flows for the period from February 21, 2007 (inception) through
December 31, 2007.  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
audit.
 
 We
conducted our audit 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 consolidated financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts in
the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above presents
fairly, in all material respects, the financial position of Global Roaming
Distribution, Inc. and Subsidiary (f/k/a Commoncache, Inc.) as of December 31,
2007 and the results of its operations and its cash flows for the period from
February 21, 2007 (inception) through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
 
 These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A to the consolidated
financial statements, the Company has operating and liquidity concerns, has
incurred in a net losses approximately $124,300 during the period from February
21, 2007 (inception) through December 31, 2007.  These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.  In this
regard, Management is proposing to raise any necessary additional funds through
loans and additional sales of its common stock.  There are no
assurances that the Company will be successful in raising additional
capital.
 
 
 
 
 /s/
Jewett, Schwartz, Wolfe & Associates
 
 Hollywood,
Florida
 March 28,
2008




F-1




GLOBAL
      ROAMING DISTRIBUTION, INC. and SUBSIDIARY(Formerly
      COMMONCACHE, INC.)CONSOLIDATED
      BALANCE SHEETFrom
      February 21,(Inception)
      ThroughDecember
      31,2007ASSETSCURRENT
      ASSETSCash
              
              $
              13,153Accounts
      receivable
              
              
              34,877TOTAL
      CURRENT ASSETS
              
              
              48,030PROPERTY
      and EQUIPMENT, Net
              
              
              9,383OTHER
      ASSETSLicense,
      net
              
              
              231,250231,250TOTAL
      ASSETS
              
              $
              288,663LIABILITIES AND
      SHAREHOLDERS' EQUITYCURRENT
      LIABILITIESBank
      overdraft
              
              $
              -Accounts
      payable
              
              
              5,152Accrued
      expenses
              
              
              71,000TOTAL
      CURRENT LIABILITIES
              
              
              76,152SHAREHOLDER
      ADVANCES
              
              
              6,825TOTAL
      LIABILITIES
              
              
              82,977COMMITMENTS
      AND CONTINGENCIESSHAREHOLDERS'  EQUITYPreferred
      stock , par value $0.0001,authorized
      50,000,000, issued and outstandingno
      shares.
              
              
              -Common
      stock , par value $0.0001,authorized
      300,000,000, issued and outstanding164,730,800
      shares.
              
              
              16,473Additional
      paid-in capital
              
              
              313,527Accumulated
      deficit
              
              
              (124,314
              )TOTAL
      SHAREHOLDERS' EQUITY
              
              
              205,686TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
              
              $
              288,663
     F-2
   
 
 GLOBAL
      ROAMING DISTRIBUTION, INC. and SUBSIDIARY(Formerly
      COMMONCACHE, INC.)CONSOLIDATED
      STATEMENT OF OPERATIONSFrom
      February 21,(Inception)
      ThroughDecember
      31,2007NET
      REVENUE
              
              $
              85,154COST
      OF SALES
              
              
              52,000GROSS
      PROFIT
              
              
              33,154COSTS
      AND EXPENSESSales
      and Marketing Costs
              
              
              58,981Administration
      Costs
              
              
              98,485TOTAL
      COSTS AND EXPENSES
              
              
              157,466OPERATING
      LOSS
              
              
              (124,312
              )INTEREST
      EXPENSE
              
              
              (2
              )NET
      LOSS
              
              $
              (124,314
              )Weighted
      Average Shares Outstanding
              
              
              152,308,754Basic
      and Fully Diluted Net Loss per Share
              
              $
              (0.001
              )
    F-3
 
 
 GLOBAL
      ROAMING DISTRIBUTION, INC. and SUBSIDIARY(Formerly
      COMMONCACHE, INC.)CONSOLIDATED
      STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITYFrom
      February 21, (Inception) Through December 31, 2007Preferred
      Stock
              
              
              Common
      Stock
              
              
              Additional
              
              
              Accumulated
              
              
              Shareholders'Shares
              
              
              $
              
              
              Shares
              
              
              $
              
              
              Paid-In
      Capital
              
              
              Deficit
              
              
              EquityBALANCE
      AT DECEMBER 31, 2006
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Acquisition
      and Reverse Merger:Outstanding
      Shares (Nominal Acquirer)
              
              
              
              
              
              
              
              
              
              
              18,813,000
              
              
              $
              18,813
              
              
              $
              (18,813
              )
              
              
              
              
              
              
              -Shares
      Issued:To
      Retire Debt and Accrued Interest in connectionwith
      Reverse Merger
              
              
              
              
              
              
              
              
              
              
              1,869,700
              
              
              
              1,870
              
              
              
              (1,870
              )
              
              
              
              
              
              
              -To
      interest holders of Nominal Acquiree
              
              
              
              
              
              
              
              
              
              
              37,000,000
              
              
              
              37,000
              
              
              
              293,000
              
              
              
              
              
              
              
              330,000Shares
      Cancelled:Retired
      in connection with Reverse Merger
              
              
              
              
              
              
              
              
              
              
              (16,500,000
              )
              
              
              (16,500
              )
              
              
              16,500
              
              
              
              
              
              
              
              -1
      to 4 Stock Split
              
              
              
              
              
              
              
              
              
              
              123,548,100
              
              
              
              123,548
              
              
              
              (123,548
              )
              
              
              
              
              
              
              -Change
      in authorized par value
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (148,258
              )
              
              
              148,258
              
              
              
              
              
              
              
              -Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (124,314
              )
              
              
              (124,314
              )BALANCE
      AT DECEMBER 31, 2007
              
              
              -
              
              
              $
              -
              
              
              
              164,730,800
              
              
              $
              16,473
              
              
              $
              313,527
              
              
              $
              (124,314
              )
              
              $
              205,686
     F-4
  
 
 GLOBAL
      ROAMING DISTRIBUTION, INC. and SUBSIDIARY(Formerly
      COMMONCACHE, INC.)CONSOLIDATED
      STATEMENT OF CASH FLOWFrom
      February 21,(Inception)
      ThroughDecember
      31,2007Cash
      Flows From Operating Activities:NET
      LOSS
              
              $
              (124,314
              )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
              
              
              2,017Amortization
      of intangible assets
              
              
              18,750Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (34,878
              )Accounts
      payable
              
              
              5,152Accrued
      expenses
              
              
              71,000Net
      cash used in operating activities
              
              
              (62,272
              )Cash
      Flow From Investing Activities:Purchases
      of property, equipment and improvements
              
              
              (11,400
              )License
              
              
              (250,000
              )Net
      cash used in investing activities
              
              
              (261,400
              )Cash
      Flow From Financing Activities:Loan
      Proceeds and advances
              
              
              6,825Capital
      investment
              
              
              330,000Net
      cash provided by investing activities
              
              
              336,825NET
      DECREASE IN CASH AND EQUIVALENTS
              
              
              13,153Cash
      and cash equivalents at beginning of the period
              
              
              -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              13,153SUPPLEMENTARY
      INFORMATIONInterest
      paid
              
              $
              -Income
      taxes paid
              
              $
              -NONCASH AND FINANCING
      ACTIVITIESAcquisition
      of Subsidiary
              
              $
              330,000Retired
      shares
              
              $
              16,500Stock
      issued to retire debt
              
              $
              118,135Recapitalization
      resulting from acquisition
              
              $
              42,834
 
  F-5
  
 GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
  NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Definitions
 The
following represents our affiliates, associates, transactions, accounting and
industry terms commonly referred to within this report and their respective
meanings:
 
 References to our affiliates
and associates
 ·
                Company,
      GRDB, we, us, our = Global Roaming Distribution, Inc. (formerly
      Commoncache, Inc.).
 ·
                Commoncache
      = Commoncache, Inc. (subsequently Global Roaming Distribution, Inc.) the
      legal parent, but treated as the acquired entity for financial reporting
      purposes.
 ·
                Freecom
      = Freecom, LLC, the legal subsidiary, but treated as the acquirer for
      financial reporting purposes.
 ·
                CelTrek
      = trade name for Global Roaming Inc. a 30% owner of the
      Company.
 
 References to our
transactions
 ·
                Agreement
      = Share Exchange Agreement between Commoncache and FreeCom to effect a
      reverse acquisition, dated September 28,
2007.
 ·
                Distributor
      Agreement = Agreement between CelTrek and FreeCom granting FreeCom
      exclusive internet distribution rights to CelTrek SIM’s and services,
      dated April 2, 2007.
 
 References to our industry
terminology
 ·
                GSM
      = Global System for Mobile refers to the infrastructure technology
      utilized by cellular phone devices.
 ·
                SIM
      = Subscriber Identity Module, refers to a programmable chip or card
      utilized by cellular phones devices to provide device specific
      functionality.
 
 References to our accounting
terminology
 ·
                GAAP
      = accounting principles generally accepted in the United States of
      America.
 ·
                FASB
      = the Financial Accounting Standards Board, an authoritative body
      promulgating GAAP.
 ·
                SFAS
      = Statement of Financial Accounting Standards, topic specific accounting
      guidance issued by the FASB
 ·
                SEC
      = Securities and Exchange
Commission
 ·
                SAB
      = Staff Accounting Bulletins, topic specific accounting guidance issued by
      the SEC.
 ·
                EITF
      = FASB Emerging Issues Task Force, topic specific accounting
      guidance.
 
    F-6
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 Our
Business
 Global
Roaming Distribution, Inc. (formerly Commoncache, Inc.) was incorporated in the
state of Florida on February 21, 2007.  The Company, located in Miami,
Florida, was established as a marketing entity for the promotion, sale and
distribution of telecommunication equipment.  Our mission is to
provide the international travelers with a global, cost effective solution to
their cellular communication needs.  Hampered by complicated bilateral
agreements, the international traveler is confronted with staggering roaming
fees and the administrative burden of maintaining multiple phone numbers to
simply access GSM systems in different countries.  Global Roaming
Distribution, Inc. provides a cost effective alternative centered on
the CelTrekTM SIM technology.
 
 Basis of
Presentation
 The
financial statements presented are prepared in accordance with accounting
principles generally accepted in the United States of America and reflect the
following changes in presentation during the reporting period.
 
 ·
                Name Change and Stock
      Split
 On
November 26, 2007, as required by the share exchange agreement, shareholders
holding a majority of the Company's outstanding common stock voted in favor of
certain corporate matters, which consisted of:
 (1)
                change
      the Company’s legal name from Commoncache to Global Roaming Distribution,
      Inc.;
 (2)
                an
      increase in the number of authorized shares of common stock to
      300,000,000;
 (3)
                an
      increase in the number of authorized shares of preferred stock to
      50,000,000; and
 (4)
                a
      4-to-1 forward split of the Company’s common
  stock.
 
 ·
                Reverse
      Acquisition
 On
September 28, 2007, Commoncache, Inc. (“Commoncache”) entered into and closed a
share exchange agreement (the “Agreement”) with FreeCom, LLC, a Florida limited
liability company (“FreeCom”), and each of FreeCom’s holders of membership
interests (“FreeCom Interestholders”).  Pursuant to the Agreement,
Commoncache acquired all of the issued and outstanding ownership interests of
FreeCom in exchange for an aggregate of 37,000,000 shares of Commoncache common
stock.  Concurrently with the closing of the Agreement, the existing
shareholders of Commoncache returned 21,500,000 shares of common stock to
treasury for cancellation.  In addition, the existing shareholders who
did not return their shares received anti-dilution protection for a period of
three years.  Upon completion of the foregoing transactions,
Commoncache had an aggregate of 41,182,700 shares of common stock issued and
outstanding, and the FreeCom Interestholders acquired 89% of the issued and
outstanding capital stock of Commoncache and became the majority owners of the
resultant combined enterprise.
   F-7
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
   NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 The
transaction is accounted for as a reverse acquisition.  The result of
this transaction is that the legal and accounting treatment of the transaction
will diverge.  Commoncache is the legal parent, but is treated as the
acquired entity for financial reporting purposes.  FreeCom is the
legal subsidiary, but is treated as the acquirer for financial reporting
purposes.  Therefore, reported financial information and operating
results include the operating results of FreeCom for the periods reported and
the operating results of Commoncache that occur after September 28, 2007 (the
acquisition date).  Equity has been restated to
reflect the acquisition and share exchange.
 
 History of
Commoncache
 Commoncache
was initially incorporated as Burgers By Farfour, Inc. in accordance with the
Laws of the State of Florida.  The Commoncache's initial
business  plan  involved  marketing  the  concept  of  a  national  "fast  food"
restaurant  chain to children and
young  adults,  with a menu of fresh  burgers,
fries and sandwiches.
 
 On May
17, 2003, concurrent with a change of control, Commoncache modified its business
plan to provide for the establishment of small local restaurants which would
sell basic Latin food with a Cuban/Mojo menu under the name of Les Fritas. With
this modification, the Company changed its name to Fabulous Fritas
Corporation.
 
 Commoncache
acquired initial funding following a Registration Statement on Form SB-2 (File
No. 333-70868) which was declared effective by the U. S. Securities and Exchange
Commission on January 4, 2002.  However, after considerable effort
during 2004, the Commoncache's Board of Directors reached the determination that
insufficient capital was available to the Commoncache to complete its initial
business plan and open the previously announced
restaurant.  Accordingly, its business plan was
abandoned.
 
 On March
20, 2004, Commoncache entered into an Agreement for the Exchange of Common Stock
(“Union Dental Agreement”) with Union Dental Corp., a Florida corporation, and
two (2) of its affiliated companies, whereby the shareholder(s) of Union Dental
Corp. would acquire control Commoncache through a reverse merger and acquisition
transaction.  The Union Dental Agreement was subject to due diligence,
the provision of audited financial statements and other related criteria, which
was ongoing through Calendar 2004.  Due to the failure to perform by
both parties, Commoncache and Union Dental Corp. mutually agreed to terminate
this proposed reverse merger and acquisition transaction on October 12, 2004
with no further performance or obligation on the part of either
party.
   F-8
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 On July
7, 2006, Commoncache announced a new business plan that intended to offer a
service designed to automatically provide temporary backup "caching" for
websites.  Commoncache never fully implemented its business
plan.
 
 History of
FreeCom
 On
February 21, 2007 (“date of inception”), FreeCom, was organized under the laws
of the State of Florida as a limited liability corporation.  FreeCom
was established as a marketing entity for the promotion, sale and distribution
of telecommunication equipment.
 
 On April
2, 2007, FreeCom entered into a distributor agreement (the “Distributor
Agreement”) with Global Roaming Inc. (dba CelTrek) (“CelTrek”), pursuant to
which CelTrek granted to FreeCom exclusive internet distribution rights, to
CelTrek’s Global SIM technology, for a payment of $250,000 and is the exclusive
operator and owner of the CelTrek website.  FreeCom will receive a 20%
commission on sales of the CelTrek technology through the
internet.  The term of the Distributor Agreement is five
years.
 
 FreeCom
commenced commercial operations on April 2, 2007, under the Distributor
Agreement distributing CelTrek’s Global SIM technology.  CelTrek’s
Global SIM technology is based upon the use of a SIM card or Subscriber Identity
Module (SIM), which is a removable smart card for mobile phones.  SIM
cards securely store the service-subscriber key (IMSI) used to identify a GSM
subscriber.  The SIM card allows users to change phones by simply
removing the SIM card from one mobile phone and inserting it into another mobile
phone. SIM cards are used with carriers that operate on the Global System for
Mobile Communication (GSM) network.
 
 The
Global SIM technology contains an application designed to initiate services by
sending designated Service Action Requests according to the requested
service.  The Service Action Request is transferred to the Global
Roaming Platform without the use of SMS or USSD, and without creating a charging
record (CDR) by the visited network. The Global SIM application is compressed
into less than 5 KB.  The Global SIM technology offers consumers low
cost voice communications on a world wide scale.
 
 CelTrek
currently performs all product fulfillment and consumer merchant service
functions and accordingly accepts all product performance related
liabilities.  FreeCom intends to expand into offering full product
distribution and consumer merchant service functions, once it completes its
commercialization process.
   F-9
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
  
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 On June
26, 2007, FreeCom and CelTrek entered into an amendment to the Distributor
Agreement (the “Amendment”).  Pursuant to the Amendment, should
CelTrek be bought out during the five-year term of the Distributor Agreement,
FreeCom would receive the fair market value for the subscribers that FreeCom was
responsible for bringing to CelTrek.
 
 Pursuant
to the Agreement, CelTrek acquired a 30% of the issued and outstanding common
shares of Commoncache and will be initially represented by three seats on the
Board of Directors.
 
 Going
Concern
 As shown
in the accompanying financial statements, during the period ended December 31,
2007, the Company continued its efforts to procure the strategic alliances and
agreements necessary to commercialize its internet based marketing and
distribution of the Global SIM technology and consequently recorded revenue of
$85,154.  The Company has completed its license of the Global SIM
technology at a cost of $250,000, which was funded by the
shareholders.  The cost of acquiring additional technology,
establishing strategic relationships and developing the appropriate advertising
and marketing programs and may require the infusion of additional capital from
investors.  These factors raise substantial uncertainties about the
Company’s ability to establish commercially profitable operations and to
continue as a going concern.
 
 Management’s
plans in regard to this matter are to raise equity capital, seek debt financing
and to form strategic relationships and alliances in order to continue the
commercialization of its internet based marketing and distribution
operations.  Until its online website operations becomes commercially
viable, and generate sufficient revenues, the Company must continue to rely upon
debt and/or equity infusions in order to provide adequate liquidity to sustain
its operations.  There can be no assurance that management’s plans
will be successful.
 
 The
financial statements have been prepared on a “going concern” basis and
accordingly do not include any adjustments that might result from the outcome of
this uncertainty.
   F-10
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 Revenue
Recognition
 The
Company recognizes revenue in accordance with the provisions of SAB 101, “Revenue Recognition in Financial
Statements”, as amended by SAB 104, “Revenue Recognition”, which
states that revenue is realized and earned when all of the following criteria
are met:
 (1)
                persuasive
      evidence of the arrangement exists;
 (2)
                delivery
      has occurred or services have been
rendered;
 (3)
                the
      seller’s price to the buyer is fixed and determinable;
  and
 (4)
                collectability
      is reasonably assured.
 
 The
Company’s accounting policy for revenue recognition will have a substantial
impact on its reported results and relies on certain estimates that require
difficult, subjective and complex judgments on the part of
management.  The Company will recognize commission revenue when
substantially all the obligations to provide global cellular access services
have been delivered.  All these fees are non-refundable and earned
upon delivery of the related service.
 
 Management’s 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, disclosures of contingent assets and liabilities at the date of the
financial statements.  These estimates and assumptions also affect the
reported amounts of revenues, costs and expenses during the reporting period.
 Management evaluates these estimates and assumptions on a regular basis.
 Actual results could differ from those estimates.
 
 Cash and Cash
Equivalents
 The
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.
 
 Investments
 Investments
where the Company does not exercise significant influence over the operating
and financial policies of the investee and holds less than 20% of the
voting stock are recorded at cost. Investments where the Company has
significant influence over the operating and financial policies of the investee
and holds 20% to 50% of the voting stock are recorded using the equity method.
The Company recognizes an impairment loss on the declines in value that are
other than temporary.
   F-11
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 Property and
Equipment
 Property
and equipment is recorded at cost and depreciated over the estimated useful
lives of the assets using principally the straight-line method.  When
items are retired or otherwise disposed of income is charged or credited
for the difference between net book value and proceeds realized there
on.  Ordinary maintenance and repairs are charged to expense as incurred,
and replacements and betterments are capitalized.
 
 Intangible
Assets
 The
Company accounts for intangible assets in accordance with SFAS 142 “Goodwill and Other Intangible
Assets”.  Generally, intangible assets with indefinite lives,
and goodwill, are no longer amortized; they are carried at lower of cost or
market and subject to annual impairment evaluation, or interim impairment
evaluation if an interim triggering event occurs, using a new fair market value
method.  This impairment evaluation entails writing down such assets
to fair value whenever events or changes in circumstances indicate that the
carrying value may not be recoverable through future undiscounted cash
flows.  The amount of the impairment loss would be the excess of the
carrying amount of the impaired assets over the fair value of the assets based
upon discounted future cash flows.  Intangible assets with finite
lives are amortized over those lives, with no stipulated maximum, and an
impairment test is performed only when a triggering event occurs. Such assets
are amortized on a straight-line basis over the estimated useful life of the
asset.
 
 Income Tax
Liability/Benefit
 Income
taxes are determined using the liability method, which gives consideration to
the future tax consequences associated with differences between the financial
accounting and tax basis of assets and liabilities. This method also gives
immediate effect to changes in income tax laws.  Deferred tax assets
are recognized when it is more likely than not that the assets will be
realized.  Because of the Company’s uncertainty regarding future
profitability, a valuation allowance is provided for any deferred tax
asset.
 
 We had
net operating loss carry forwards for federal income tax purposes and, under the
provisions of SFAS 109, “Accounting for Income
Taxes”, we have a valuation allowance equal to the total amount of the
tax benefit.
  F-12
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 Impairment of Long Lived
Assets and Long Lived Assets to be Disposed Of
 The
Company accounts for the impairment of long-lived assets in accordance with SFAS
144, "Accounting for
Impairment or Disposal of Long-Lived Assets".  Impairment is
the condition that exists when the carrying amount of a long-lived asset (asset
group) exceeds its fair value.  An impairment loss is recognized only
if the carrying amount of a long-lived asset (asset group) is not recoverable
and exceeds its fair value.  The carrying amount of a long-lived asset
(asset group) is not recoverable if it exceeds the sum of the undiscounted cash
flows expected to result from the use and eventual disposition of the asset
(asset group).  That assessment is based on the carrying amount of the
asset (asset group) at the date it is tested for recoverability, whether in use
or under development. An impairment loss shall be measured as the amount by
which the carrying amount of a long-lived asset (asset group) exceeds its fair
value.  Impairment losses will be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets’
carrying amount.  At December 31, 2007, the Company believes that
there has been no impairment of its long-lived assets.
 
 Advertising and
Marketing
 The
Company charges the costs of advertising to operating expense as advertising
takes place.  During the period ending December 31, 2007, advertising
expenses were approximately $55,295.
 
 Organization
costs
 The
Company has adopted the provisions of AICPA Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" whereby all organization and initial costs incurred with the
incorporation and initial capitalization of the Company were charged to
operations as incurred.
 
 Product Development
Costs
 Product
and development costs consist of the costs to develop, promote and operate its
web based marketing platform and are expensed as incurred.
 
 Research and Development
Costs
 Research
and development costs are expensed as incurred.
   F-13
 GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 Earnings Per
Share
 Basic
earnings per share is computed by dividing net income (loss) available to
common shareholders by the weighted average number of common shares
outstanding during the reporting period.  Diluted earnings per share
reflects the potential dilution that could occur if stock options and other
commitments to issue common stock were exercised or equity awards vest resulting
in the issuance of common stock that could share in the earnings of the Company.
 As of December 31, 2007, there were no potential dilutive instruments that
could result in share dilution.
 
 Comprehensive Income
(Loss)
 The
Company adopted SFAS 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the financial statements. There were
no items of comprehensive income (loss) applicable to the Company during the
year covered in the financial statements.  There were no items of
comprehensive income (loss) applicable to the Company during the period covered
in the financial statements.
 
 Segment
Reporting
 SFAS 131,
“Disclosures about Segments of
an Enterprise and Related Information”requires companies to report
information about operating segments in interim and annual financial
statements.  It also requires segment disclosures about products and
services, geographic areas and major customers.  The Company
determined that it did not have any separately reportable operating
segments.
 
 Recent Accounting
Pronouncements
 
 SFAS
156 - Accounting for Servicing of Financial Assets
 
 In March
2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets —
an amendment of FASB Statement No. 140”.  SFAS 156 requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in
specific situations.  Additionally, the servicing asset or servicing
liability is initially measured at fair value; however, an entity may elect the
“amortization method” or “fair value method” for subsequent reporting
periods.  SFAS 156 is effective beginning fiscal year 2008.  The
Company does not expect the adoption of SFAS 156 to have a material effect on
its results of operations and financial condition.
    F-14
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 EITF
06-3 - Taxes collected from customer and remitted to governmental
authorities
 
 In June
2006, the FASB ratified EITF 06-3, “How Taxes Collected from Customers
and Remitted to Governmental Authorities Should Be Presented in the Income
Statement (That Is, Gross versus Net Presentation).”EITF 06−3 applies to
any tax assessed by a governmental authority that is directly imposed on a
revenue producing transaction between a seller and a customer.  EITF
06−3 allows companies to present taxes either gross within revenue and expense
or net.  If taxes subject to this issue are significant, a company is
required to disclose its accounting policy for presenting taxes and the amount
of such taxes that are recognized on a gross basis.  The Company
currently presents such taxes net.  EITF 06−3 is required to be
adopted during the first quarter of fiscal year 2008.  These taxes are
currently not material to the Company’s financial statements.
 
 SFAS
157 - Fair value measurements
 
 In
September 2006, the FASB issued SFAS 157, "Fair Value
Measurements".  SFAS 157 provides guidance for using fair value
to measure assets and liabilities.  SFAS 157 addresses the requests
from investors for expanded disclosure about the extent to which companies’
measure assets and liabilities at fair value, the information used to measure
fair value and the effect of fair value measurements on
earnings.  SFAS 157 applies whenever other standards require (or
permit) assets or liabilities to be measured at fair value, and does not expand
the use of fair value in any new circumstances.  SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2008.  The Company is unable at this time to determine the effect that
its adoption of SFAS 157 will have on its results of operations and financial
condition.
   F-15
   GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
   NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 SAB
108 - Effects of Prior Year Misstatements when Quantifying Misstatements in the
Current Year
 Financial
Statements
 
 In
September 2006, the Securities and Exchange Commission (“SEC”) issued SAB 108,
"Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements".  SAB 108 provides guidance on the
consideration of the effects of prior year misstatements in quantifying current
year misstatements for the purpose of a materiality assessment.  SAB
108 establishes an approach that requires quantification of financial statement
errors based on the effects of each on a company's balance sheet and statement
of operations and the related financial statement disclosures.  Early
application of the guidance in SAB 108 is encouraged in any report for an
interim period of the first fiscal year ending after November 15, 2006, and was
adopted by the Company in the first quarter of fiscal year 2007.  The
Company does not expect the adoption of SAB 108 to have a material impact on its
results of operations and financial condition.
 
 SFAS
159 - Fair Value Option for Financial Assets and Financial
Liabilities
 
 In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities- Including an amendment of FASB
Statement No. 115”, which allows companies to choose to measure many
financial instruments and certain other items at their fair
value.  SFAS 159 provides an opportunity to mitigate potential
volatility in earnings caused by measuring related assets and liabilities
differently, and it may reduce the need for applying complex hedge accounting
provisions.  If elected, SFAS 159 is effective for fiscal years beginning
after November 15, 2007.  Management is currently evaluating the impact
that this statement may have on the Company results of operations and financial
position, and has yet to make a decision on the elective adoption of SFAS
159.
 
  F-16
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 SFAS 141(R) - Business
Combinations
 
 In
December 2007, the FASB issued SFAS 141(R), “Business Combinations”.
 This Statement replaces SFAS 141, “Business Combinations”, and
requires an acquirer to recognize the assets acquired, the liabilities assumed,
including those arising from contractual contingencies, any contingent
consideration, and any non-controlling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the statement.  SFAS 141(R) also requires the
acquirer in a business combination achieved in stages (sometimes referred to as
a step acquisition) to recognize the identifiable assets and liabilities, as
well as the non-controlling interest in the acquiree, at the full amounts of
their fair values (or other amounts determined in accordance with SFAS 141(R)).
 In addition, SFAS 141(R)'s requirement to measure the non-controlling
interest in the acquiree at fair value will result in recognizing the goodwill
attributable to the non-controlling interest in addition to that attributable to
the acquirer.  SFAS 141(R) amends SFAS 109, Accounting for Income Taxes, to
require the acquirer to recognize changes in the amount of its deferred tax
benefits that are recognizable because of a business combination either in
income from continuing operations in the period of the combination or directly
in contributed capital, depending on the circumstances.  It also
amends SFAS 142, Goodwill and Other Intangible Assets, to, among other things;
provide guidance on the impairment testing of acquired research and development
intangible assets and assets that the acquirer intends not to use.  SFAS
141(R) applies prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008.  The Company is currently evaluating the
potential impact that the adoption of SFAS 141(R) could have on its financial
statements.
 
  F-17
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
  NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 SFAS
160 - Non-controlling Interests in Consolidated Financial
Statements
 
 In
December 2007, FASB issued SFAS 160, “Non-controlling Interests in
Consolidated Financial Statements”, which amends Accounting Research
Bulletin 51, “Consolidated
Financial Statements”, to establish accounting
and reporting standards for the non-controlling interest in a subsidiary and for
the deconsolidation of a subsidiary.  It also clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  SFAS 160 also changes the way the consolidated
income statement is presented by requiring consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
the non-controlling interest.  It also requires disclosure, on the face of
the consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the non-controlling interest.  SFAS 160
requires that a parent recognize a gain or loss in net income when a subsidiary
is deconsolidated and requires expanded disclosures in the consolidated
financial statements that clearly identify and distinguish between the interests
of the parent owners and the interests of the non-controlling owners of a
subsidiary.  SFAS 160 is effective for fiscal periods, and interim periods
within those fiscal years, beginning on or after December 15, 2008.  The
Company does not expect the adoption of SFAS 160 to have a material impact on
its financial statements.
 
 FSP
SFAS 123(R)-5 - Financial Instruments Originally issued in Exchange of Employee
Services
 
 In
October 10, 2006 FASB Staff Position issued Financial Statement Position (“FSP”)
SFAS 123(R)-5 “Amended of FASB
Staff Position FAS 123(R)-1-Classification and Measurement of
Freestanding Financial Instruments Originally issued in
Exchange of Employee Services under FASB Statement No. 123(R)”.  The
FSP provides that instruments that were originally issued as employee
compensation and then modified, and that modifications made to the terms of the
instrument solely to reflect an equity restructuring that occurs when the
holders are no longer employees, then no change in the recognition or the
measurement (due to a change in classification) of those instruments will result
if both of the following conditions are met:
 a)
                There
      is no increase in fair value of the award (or t he ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is made whole), or the anti-dilution provision is not added to the terms
      of the award in contemplation of an equity restructuring;
    and
 b)
                All
      holders of the same class of equity instruments (for example, stock
      options) are treated in the same
manner.
 The
provisions in this FSP shall be applied in the first reporting period beginning
after the date the FSP is posted to the FASB website.
   F-18
 GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
  NOTE
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
 
 SAB
110 - Share-Based Payment
 
 In
December 2007 the SEC staff issued SAB 110, which, effective January 1, 2008,
amends and replaces SAB 107, “Share-Based
Payment”.  SAB 110 expresses the views of the SEC staff
regarding the use of a "simplified" method in developing an estimate of expected
term of "plain vanilla" share options in accordance with FASB Statement No.
123(R), Share-Based Payment.  Under the "simplified" method, the
expected term is calculated as the midpoint between the vesting date and the end
of the contractual term of the option.  The use of the "simplified"
method, which was first described in Staff Accounting Bulletin No. 107, was
scheduled to expire on December 31, 2007.  SAB 110 extends the use of
the "simplified" method for "plain vanilla" awards in certain
situations.  The SEC staff does not expect the "simplified" method to
be used when sufficient information regarding exercise behavior, such as
historical exercise data or exercise information from external sources, becomes
available.  The Company is currently evaluating the potential impact
that the adoption of SAB 110 could have on its financial
statements.
  NOTE  B –
PROPERTY, EQUIPMENT and IMPROVEMENTS
 
 Property,
Equipment and Improvements at December 31, 2007 consisted of:
 Description
                Life
                
                AmountProperty,
      equipment and improvements
                5
      years
                
                $
                11,400Less
      accumulated depreciation
                
                
                
                (2,017
                )$
                9,383
 
 Depreciation
expense for the period from February 21, (Inception) through December 31, 2007
was $2,017.
  NOTE C - OTHER
ASSETS
 
 Other
assets at December 31, 2007 consisted of:
  Description
                  Life
                  
                  AmountLicense
                  10
      years
                  
                  $
                  250,000Less
      accumulated amortization
                  
                  
                  
                  (18,750
                  )$
                  231,250
 License
costs consist of the amount paid to Global Roaming, Inc. (“CelTrek”) for certain
distribution rights covering the sale of CelTrek GSM SIM Card (“SIM Card” or
“Product”) and prepaid GSM access services (“GSM Service”) which requires the
SIM Card.    The Company acquired exclusive distribution
rights for the distribution of both SIM Cards and GSM Services through the
authorized web site.  The Company also acquired non-exclusive
distribution rights to distribute the SIM Card on a world-wide
basis.  The Company completed this agreement on April 2,
2007.  The term of the license is for 5 years and renews automatically
for similar terms.
 
 Amortization
over the next five years follows:
  Year
                  
                  
                  
                  Amount2008
                  
                  
                  
                  $  25,0002009
                  
                  
                  
                  25,0002010
                  
                  
                  
                  25,0002011
                  
                  
                  
                  25,0002012
                  
                  
                  
                  25,000$  125,000
  F-19
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
   NOTE D – COMMITMENTS AND
CONTINGENCIES
 
 Lease
Agreement
 The
Company leased an office in Miami, Florida under an operating lease at a cost of
approximately $975 per month.  The lease expires in January 2008
however; effective September 28, 2007 the Company relocated its corporate
headquarters to 1021 Ives Dairy Road, Suite 216 Miami, FL  33179 and
consequently terminated its lease.  The Company will share office
facilities with CelTrek, a related party at no cost to the
Company.  On January 2, 2008, CelTrek and the Company, which shares
CelTrek office space, relocated their offices to 20801 Biscayne Blvd.,
Suite 101 Miami, FL  33180, the Company’s current
location.  This space is also shared with and provided by CelTrek at
no cost to the Company.
  
 NOTE  E – COMMON
STOCK
 
 Pursuant
to the Agreement, on September 28, 2007, the following shares of common were
transacted:
 ·
                Cancelation
      of Commoncache shares:
 o
                certificates
      representing an aggregate of 21,500,000 shares of common stock from its
      shareholders, together with duly executed stock powers, for
      cancellation;
 ·
                Issuance
      of Commoncache shares to:
 o
                FreeCom
      8,965,800 shares of common stock,
 o
                Bernard
      Touret 8,965,800 shares of common
stock,
 o
                Global
      Roaming, Inc. 12,368,400 shares of common stock
  and,
 o
                The
      Vantage Group, Ltd. 6,700,000 shares of common
  stock.
 
 Upon
completion of the share exchange agreement, Commoncache had an aggregate of
41,182,700 shares of common stock issued and outstanding.  FreeCom
Interestholders acquired an 89% interest the issued and outstanding capital
stock of Commoncache in a reverse acquisition transaction effective September
28, 2007.  Pursuant to the terms of the Agreement, Commoncache, Inc.
completed the following actions onNovember 27,
2007:
 (1)
                change
      the Company’s legal name from Commoncache to Global Roaming Distribution,
      Inc.;
 (2)
                an
      increase in the number of authorized shares of common stock to
      300,000,000;
 (3)
                an
      increase in the number of authorized shares of preferred stock to
      50,000,000; and
 (4)
                a
      4-to-1 forward split converting 41,182,700 shares outstanding to
      164,730,800 shares.
   F-20
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
 NOTE  F – INCOME
TAXES
 
 The
provision (benefit) for income taxes from continued operations for the year
ended December 31, 2007 consists of the following:
 2007Current:Federal
                  
                  $
                  -State
                  
                  $
                  --Deferred:Federal
                  
                  $
                  (42,267
                  )State
                  
                  
                  (6,837
                  )(49,104
                  )Benefit
      from the operating losscarryforward
                  
                  
                  49,104Provision
      (benefit) for income taxes, net
                  
                  $
                  -
 
 The
difference between income tax expense computed by applying the federal statutory
corporate tax rate and actual income tax expense is as follows:
 2007Statutory
      federal income tax rate
                  
                  34.0
      %Decrease
      in valuation allowance
                  
                  (39.5)%State
      income taxes
                  
                  5.5
      %Effective
      tax rate
                  
                  (0)%
 
 Deferred
income taxes result from temporary differences in the recognition of income and
expenses for the financial reporting purposes and for tax
purposes.   The net deferred tax assets and liabilities are
comprised of the following:
 
 Deferred
      income tax asset:
                  
                  2007Net
      operating loss carry-forwards
                  
                  $
                  49,104Deferred
      income tax asset
                  
                  $
                  49,104Deferred
      income tax liability:Valuation
      allowance
                  
                  $
                  49,104Deferred
      income tax liability
                  
                  $
                  49,104
 The tax
effect of these temporary differences representing deferred tax asset and
liabilities result principally from the following:
 2007Deferred
      tax assetsCurrent
                  
                  $
                  -Non-current
                  
                  
                  49,104Net
      deferred income tax asset
                  
                  $
                  49,104Deferred
      tax liabilityCurrent
                  
                  $
                  -Non-current
                  
                  
                  49,104Net
      deferred income tax   liability
                  
                  $
                  49,104
 The
Company has a net operating loss carryforward of approximately $124,314
available to offset future taxable income through 2020.
 
 The net
change in valuation allowance during the year ended December 31, 2007 resulted
in an increase of $49,104.
 F-21
  GLOBAL
ROAMING DISTRIBUTION, INC. and SUBSIDIARY
 (Formerly
Commoncache, Inc.)
 Notes
to Consolidated Financial Statements
 For
the Period From February 21, 2007 (“date of inception”) through December 31,
2007
  NOTE  G –
SUBSEQUENT EVENTS
 
 On
January 29, 2008, the Company entered into a Share Exchange Agreement (the
“Agreement”) with Global Roaming, Inc. (“GRI”) to purchase 2,000,000 shares of
the common stock of Cubic Telecom, a mobile telephone provider organized
under the laws of Ireland, from GRI (the “Cubic Shares”).  As
consideration for the Cubic Shares, the Company shall issue 8,000,000 shares of
the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share,
(the “Preferred Shares”) and shall amend its Articles of Incorporation to
designate the Preferred Shares as having voting rights of 10 votes per share, a
stated value of $0.375 per share, and converting into 10 shares of the Company’s
common stock only upon the occurrence of:
 (i)
                    Cubic
      Telecom attaining $30,000,000 in annual
sales;
 (ii)
                    GRI
      or Cubic Telecom (or any of their designees) investing $1,000,000 into the
      Company for research and development of related business
      technology.
 
 F-22




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







On April 4, 2005, the Board of Directors of the
Company engaged S.W. Hatfield, CPA (“Hatfield”) as the Company’s independent
registered public accounting firm to audit the Company’s financial statements
for the fiscal year ended December 31, 2004. Prior to engaging Hatfield, neither
the Company, nor anyone on our behalf, consulted with Hatfield regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company’s consolidated financial statements, or any other
matters.





On
October 31, 2007, the Board of Directors of the Company approved the dismissal
of Hatfield as the Company’s independent registered public accounting firm. At
the same time, the Company’s Board of Directors approved the engagement of
Jewett, Schwartz, Wolfe & Associates (“Jewett”) as its new independent
registered public accounting firm.





During
the Company’s two most recent fiscal years and through October 31, 2007, there
were no disagreements between the Company and Hatfield on any matter listed
under Item 304 Section (a)(1)(iv) A to E of Regulation S-B, including accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Hatfield would have
caused Hatfield to make reference to the matter in its reports on our financial
statements.





Hatfield’s
report, dated March 27, 2007 on the Company's financial statements for the
fiscal year ended December 31, 2006 and 2005 contained an explanatory paragraph
indicating that there was substantial doubt as to the Company’s ability to
continue as a going concern. Other than such statement, no report of Hatfield on
the financial statements of the Company for either of the past two years
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.





Prior to
engaging Jewett, the Company did not consult with Jewett regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, and no written report or oral advice was
provided to the Company that was an important factor to be considered by the
Company in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter or event that was the subject of
disagreement, as that term is defined in Item 304(a)(1)(v) of Regulation S-B and
the related instructions to Item 304 of Regulation S-B.





Prior to
engaging Jewett, Jewett did not provide our company with either written or oral
advice that was an important factor considered by our company in reaching a
decision to change our independent registered public accounting firm from
Hatfield to Jewett.








ITEM 8A.
            CONTROLS
      AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures





The
Company maintains a set of disclosure controls and procedures designed to ensure
that information required to be disclosed by the Company in the reports filed
under the Securities Exchange Act, is recorded, processed, summarized and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to the Company's management,
including the Company's chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Based
upon their evaluation as of the end of the period covered by this report, the
Company's chief executive officer and chief financial officer concluded that,
the Company's disclosure controls and procedures are effective to ensure that
information required to be included in the Company's periodic SEC filings is
recorded, processed, summarized, and reported within the time periods specified
in the SEC rules and forms.








18





Management’s
Report on Internal Control over Financial Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s internal control system
was designed to provide reasonable assurance to our management and Board of
Directors regarding the preparation and fair presentation of published financial
statements.





The
Company’s management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2007. In making this assessment, it used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated
FrameworkBased on its
assessment the Company’s management believes that, as of December 31, 2007, the
Company’s internal control over financial reporting is effective based on those
criteria.





This
annual report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial
reporting.  The 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.





Changes
in Internal Control over Financial Reporting





No
changes in the Company's internal control over financial reporting have come to
management's attention during the Company's last fiscal quarter that have
materially affected, or are likely to materially affect, the Company's internal
control over financial reporting.





Limitations
on Controls





Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent or detect all error and fraud. Any
control system, no matter how well designed and operated, is based upon certain
assumptions and can provide only reasonable, not absolute, assurance that
its objectives will be met. Further, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or
that all control issues and instances of fraud, if any, within the Company have
been detected.







ITEM 8B.
            OTHER
      INFORMATION.




None.






PART
III




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




Set forth
below is certain information regarding our directors and executive
officers.  Our Board of Directors is comprised of two directors. 
There are no family relationships between any of our directors or executive
officers. Each of our directors is elected to serve until the next annual
meeting of our shareholders and until his successor is elected and qualified or
until such director’s earlier death, removal or termination.





The
following table sets forth certain information with respect to our directors and
executive officers.




The
directors and executive officers serving the Company are as
follows:




Name
            
            Age
            
            Position/TitleYakov
      Sarousi
            
            39
            
            President,
      Chief Executive Officer and DirectorMichael
      Thaler
            
            69
            
            Chief
      Financial Officer and DirectorJenny
      Callicott
            
            55
            
            Chief
      Operating Officer and DirectorPat
      Phelan
            
            43
            
            Director








19







Our
directors hold office until the next annual meeting of our shareholders and
until their successors have been qualified after being elected or appointed. Our
officers serve at the discretion of our Board of Directors.





Set forth
below is biographical information about our current directors and executive
officers:





Yakov Sarousi is a committed
communications innovator. Mr. Sarousi was director of Group Labotec, a
subsidiary of Group MCI, and also the founder and President of Group Xplore an
Israeli hi-tech company. His expertise in finding communications solutions also
place him as Vice Chairman of the Board of Directors of IPE specialized in VoIP
Telecom Services. He received a MIAGE from the University Paris XII, a B. A. in
Economics from Boston University and an MBA from Ben-Gurion University in
Israel. His unique understanding of all integrated technologies is the driving
force of the breakthrough of CelTrek.  Mr. Sarousi currently also
serves as director, president and chief executive officer of Global Roaming,
Inc. (“GRI”), a controlling shareholder of the Company.





Michael Thaler combines over
30 years of successful real estate development with an ongoing interest in
cellular technology and applications. A cellular user since 1983, he beta tested
the first attempt at international roaming by a U.S. carrier. More recently, he
was asked to beta test a new type of wifi service about to be offered by a major
operator. Mr. Thaler, (Wharton Business School, 1961, BS Economics) recognized
the capabilities of CelTrek for dramatically improving international roaming,
and opted for changing his avocation to this occupation by filling the pivotal
role of CFO.  Mr. Thaler currently also serves as director and chief
financial officer of Global Roaming, Inc. (“GRI”), a controlling shareholder of
the Company.





Jenny Callicott has been at
the frontline of the cellular industry since the 1980’s. As one of the owners of
Cellular Services of Boston, the leading sales and service center for Cellular
One-Boston, she was pivotal in implementing the strategies to introduce the new
world of “car phones” and later “mobile phones” to the general public. Seeing
the problems of domestic cellular roaming for her customers, she later started
CellRent, offering one of the first rental phone options in the US. As domestic
roaming issues gave way to international roaming dilemmas, CellRent and her
company, CPR Cellular Phone Rentals became the global industry
leader.  Ms. Callicott currently also serves as director of Global
Roaming, Inc. (“GRI”), a controlling shareholder of the Company.





Pat Phelan currently serves
as President and co-founder of Cubic Telecom Ltd., a mobile telephone provider
organized under the laws of Ireland (“Cubic”).  Mr. Phelan has been
involved in the telecoms arena for over 10 years and at the forefront of
European pre-paid telephony for the last 7 years. He is a founder of Cubic
Telecom and a number of other European Telecommunications companies, Excel
Collection Ltd., Cork Phone Systems Limited and Roam4Free Ltd.  Mr.
Phelan is a prominent blogger on developments and innovations in the
industry.





Audit
Committee Financial Expert





Our board
of directors currently acts as our audit committee. Because we only recently
consummated the Reverse Merger and appointed the current members of our board of
directors, our board of directors has not yet determined whether we have a
member who qualifies as an "audit committee financial expert" as defined in Item
401(e) of Regulation S-B, and is "independent" as the term is used in Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act. Our board of directors is in
the process of searching for a suitable candidate for this
position.





Audit
Committee





We have
not yet appointed an audit committee, and our board of directors currently acts
as our audit committee. At the present time, we believe that the members of
board of directors are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. Our company, however, recognizes the importance of good
corporate governance and intends to appoint an audit committee comprised
entirely of independent directors, including at least one financial expert,
during our 2008 fiscal year.








20





Section
16 Beneficial Ownership Compliance





Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our
executive officers and directors, and persons who beneficially own more than 10%
of the Company’s common stock, to file initial reports of ownership and reports
of changes in ownership of our common stock with the SEC.





Based
solely on the reports received by the Company and on written representations
from certain reporting persons, we believe that the directors, executive
officers and persons who beneficially own more than 10% of the Company’s common
stock during the fiscal year ended December 31, 2007 have been in compliance
with Section 16(a), except that Global Roaming, Inc., The Vantage Group, Ltd.,
Yakov Sarousi, Jenny Callicott, Michael Thaler, Bernard Touret, and Frederic
Fournel did not timely file Form 3s on one occasion with respect to the reverse
merger that occurred on September 28, 2007.







ITEM 10.
            EXECUTIVE
      COMPENSATION.







The
following table sets forth information concerning the total compensation that we
have paid or that has accrued on behalf of our Chief Executive Officer and other
executive officers during the year ended December 31, 2007.




Summary Compensation
Table




The following table
sets forth the compensation earned by the Company’s executive officers during
the period from inception on February 21, 2007 through December 31, 2007 and for
the Company’s former executive officers prior to the Company’s reverse merger
for the years ended December 31, 2006 and 2007.




Long
      TermAnnual
            
            
            Compesation
              Awards
              SecuritiesCompensation
            
            
            UnderlyingName And Principal
      Position
            
            Year
            
            Salary
      ($)
            
            
            Bonus
      ($)
            
            
            Options/SAR’sYakov
      Sarousi (1)President,
      CEO
            
            2007
            
            $
            -0-
            
            
            $
            -0-
            
            
            
            0and
      DirectorMichael
      Thaler (1)
            
            2007
            
            $
            -0-
            
            
            $
            -0-
            
            
            
            0CFO,
      Treasurerand
      DirectorJenny
      Callicott (1)
            
            2007
            
            $
            -0-
            
            
            $
            -0-
            
            
            
            0COO
      and DirectorFrederic
      Fournel (1)
            
            2007
            
            $
            -0-
            
            
            $
            -0-
            
            
            
            0Former
      VP and Former DirectorBernard
      Touret (1)
            
            2007
            
            $
            -0-
            
            
            $
            -0-
            
            
            
            0Former
      VP and Former DirectorRoger E. Pawson
      (2)
            
            2007
            
            $
            -0
            
            
            $
            -0-
            
            
            
            -0Former
      Chairman
            
            2006
            
            $
            2,00
            
            
            $
            -0
            
            
            
            2,000Jeff Reidy
    (3)
            
            2007
            
            $
            18,000
            
            
            $
            -0-
            
            
            $
            18,000Former
      President
            
            2006
            
            $
            11,000
            
            
            $
            -0-
            
            
            $
            11,000Charles Lawrence
      (3)
            
            2007
            
            $
            18,000
            
            
            $
            -0-
            
            
            $
            18,000Former Vice
      President
            
            2006
            
            $
            11,000
            
            
            $
            -0-
            
            
            $
            11,000






21









(1) On
September 28, 2007, Yakov Sarousi became the President, CEO and Director of the
Company, Michael Thaler became Chief Finance Officer, Treasurer and Director,
Jenny Callicott became Chief Operation Officer and Director, Frederic Fournel
became Vice President and Director, and Bernard Touret became Vice President and
Director.  Mr. Fournel and Mr. Touret subsequently resigned as
Directors and Vice Presidents of the Company on December 21, 2007.  On
February 4, 2008, the Board of Directors appointed Pat Phelan as a Director,
increasing the size of the Board to four members.





(2)
During 2005, the Company paid Roger Pawson the sum of $5,000 for current and
future services to be valued at  approximately  $250
per month, or $750 per quarter.  Concurrent with a change in
management in August 2006, the Company has no further obligation to Mr.
Pawson.





(3)Jeff Reidy, the Company’s
former President, Secretary and Treasurer, and Charles Lawrence, the Company’s
former Vice President  were to
each  receive compensation  of
$1,000 monthly  during the initial six-month period following
their appointment in August 2006.  Subsequent thereto, Mr. Reidy and
Mr. Lawrence reestablished their compensation rate to $3,000 each for the period
from August 13, 2006 through October 15, 2006. For all successive periods,
Mr. Reidy and Mr. Lawrence set their executive
compensation to
$2,000 per 30-day pay period.





The
Company had no other Executive Compensation issues which would require the
inclusion of other mandated table disclosures.





Outstanding
Equity Awards at Fiscal Year-End





As of our
fiscal years ended December 31, 2007 and 2006, we did not have any stock option
plan or stock incentive plan and there were no outstanding equity awards as of
our fiscal years ended December 31, 2007 and 2006. No equity awards were granted
during the year ended December 31, 2007.





Pension and Retirement Plans




Currently,
we do not offer any annuity, pension or retirement benefits to be paid to any of
our officers, directors or employees. There are also no compensatory plans or
arrangements with respect to any individual named above which results or will
result from the resignation, retirement or any other termination of employment
with our company, or from a change in our control.





Employment Contracts and Termination
of Employment and Change-In-Control Arrangements


We do not
have any written employment agreements.


Director
Compensation





We do not
compensate our directors for their time spent on our behalf. The Company has no
standard arrangement for compensating the directors of the Company for their
attendance at meetings of the Board of Directors.




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




The
following table lists stock ownership of our common stock as of March 17,
2008.  The information includes beneficial ownership by (i) holders of more
than 5% of our common stock, (ii) each of our current directors and executive
officers and (iii) all of our directors and executive officers as a
group. .






22





The
information is determined in accordance with Rule 13d-3 promulgated under the
Exchange Act based upon information furnished by the persons listed or contained
in filings made by them with the Commission.  Except as noted below,
to our knowledge, each person named in the table has sole voting and investment
power with respect to all shares of our common stock beneficially owned by
them.




Amount
and Nature of Beneficial Ownership







Name and Address
              of Beneficial Owner
      (1)
            
            Common Stock
              Beneficially
              Owned (2)
            
            Percentage of
              Common
              Stock (2)
            
            Series A
              Preferred Stock
              Beneficially
              Owned (2)
            
            Percentage of
              Series A
              Preferred Stock
      (2)
            
            Percentage of
              Total Vote
              (2)(3)Global
      Roaming, Inc. (4)
            
            
            47,557,891
            
            28.87
            %
            -0-
            
            -0-
            %
            19.4
            %FreeCom,
      Inc. (5)
              20201 East County Club Dr. #508
              Aventura, FL 33180
            
            
            35,863,200
            
            21.77
            %
            -0-
            
            -0-
            %
            14.65
            %The
      Vantage Group, Ltd.
              c/o
      410 Park Avenue, Suite 1530
              New
      York, NY 10022   (6)
            
            
            26,800,000
            
            16.27
            %
            -0-
            
            -0-
            
            10.951
            %Cubic
      Telecom, Ltd.
              c/o
      Unit 1 Webworks, Eglington Street, Cork, Ireland (7)
            
            
            1,915,709
            
            1.16
            %
            -0-
            
            -0-
            %
            0.78
            %Directors
      and Executive OfficersYakov
      Sarousi
              President,
      CEO and Director
            
            
            23,778,946
      (4
            )
            14.44
            %
            4,000,000
      (8
            )
            50.00
            %
            26.06
            %Michael
      Thaler
              CFO
      and Director
            
            
            23,778,945
      (4
            )
            14.43
            %
            2,666,666
      (9
            )
            33.33
            %
            20.61
            %Jenny
      Callicott
              COO
      and Director
            
            
            -0-
            
            -0-
            
            1,333,333
      (10
            )
            16.67
            %
            5.45
            %Pat
      Phelan
              Director
              c/o
      Unit 1 Webworks, Eglington Street, Cork, Ireland
            
            
            1,915,709
      (7
            )
            1.16
            %
            -0-
            
            -0-
            
            0.78
            %Bernard
      Touret (Former VP and Former Director) (11)
              370 NE 190th Street
              Unit #3313
              Aventura, FL 33180
            
            
            35,863,200
            
            21.77
            %
            -0-
            
            -0-
            
            14.65
            %Frederic
      Fournel
              (Former
      VP and Former Director) (11)
              20201 East County Club Dr.  #508
                Aventura, FL 33180
            
            
            35,863,200
      (5
            )
            21.77
            %
            -0-
            
            -0-
            
            14.65
            %All
      Directors and Executive Officers as a Group (6
      persons)
            
            
            121,200,000
            
            73.57
            %
            8,000,000
            
            100
            %
            82.21
            %








23





(1)
            Except
      as otherwise indicated, the address of each beneficial owner is c/o 20801
      Biscayne Blvd., Suite 101, Miami, FL 33180.(2)
            Information
      with respect to beneficial ownership is based upon information furnished
      by each stockholder or contained in filings made with the Securities and
      Exchange Commission. Beneficial ownership is determined in accordance with
      the rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities.In
      determining beneficial ownership of our preferred stock, the number of
      shares shown includes shares which the beneficial owner may acquire within
      60 days. In determining the percent of preferred stock owned by a person
      or entity on March 17, 2008, (a) the numerator is the number of shares of
      the class beneficially owned by such person or entity, including shares
      which the beneficial ownership may acquire within 60 days, and (b) the
      denominator is the sum of (i) the total shares of that class outstanding
      March 17, 2008, and (ii) the total number of shares that the beneficial
      owner may acquire.In
      addition, in determining the percent of common stock owned by a person or
      entity on March 17, 2008, (a) the numerator is the number of shares of the
      class beneficially owned by such person and includes shares which the
      beneficial owner may acquire within 60 days upon conversion or exercise of
      a derivative security, and (b) the denominator is the sum of (i) the
      shares of that class outstanding on March 17, 2008, (164,730,800 shares of
      Common Stock) and (ii) the total number of shares that the beneficial
      owner may acquire upon conversion or exercise of a derivative security
      within such 60 day period. Unless otherwise stated, each beneficial owner
      has sole power to vote and dispose of the shares.(3)
            Holders
      of Series A Preferred Stock are entitled to vote on all matters submitted
      to shareholders of the Company and are entitled to 10 votes for each share
      of Series A Preferred Stock owned. Holders of shares of Series A Preferred
      Stock vote together with the holders of common stock on all matters and do
      not vote as a separate class.  As of March 17, 2008, there were
      8,000,000 outstanding shares of Series A Preferred Stock.
              
              Series
      A Preferred Stock converts into 10 shares of the Company’s common stock
      only upon the occurrence of (i) Cubic Telecom attaining $30,000,000 in
      annual sales, and (ii) GRI or Cubic Telecom (or any of their designees)
      investing $1,000,000 into the Company for research and development of
      related business technology.(4)
            Yakov
      Sarousi and Michael Thaler are the owners of Global Roaming, Inc., which
      owns 47,557,891 common shares of the Company.   Their
      indirect ownership of common shares through Global Roaming, Inc. is based
      on their respective equal interests in Global Roaming,
  Inc.(5)
            Frederic
      Fournel is the owner of FreeCom, Inc., which owns 35,863,200 common shares
      of the Company.(6)
            Lyle
      Hauser is the owner of The Vantage Group Ltd., which owns 26,800,000
      common shares of the Company.(7)
            Pat
      Phelan is President and Director of Cubic Telecom, which owns 1,915,709
      common shares of the Company.  Mr. Phelan was appointed a
      Director of the Company on February 4, 2008.(8)
            Represents
      4,000,000 shares of Series A Preferred Stock owned directly by Mr.
      Sarousi.(9)
            Represents
      2,666,667 shares of Series A Preferred Stock owned directly by Mr.
      Thaler.  Mr. Thaler was designated 4,000,000 shares of Series A
      Preferred Stock by Global Roaming, Inc. pursuant to a Share Exchange
      Agreement dated as of January 29, 2008, by and between the Company and
      Global Roaming, Inc.  He subsequently transferred 1,333,333 of
      these shares to Ms. Callicott.(10)
            Represents
      1,333,333 shares of Series A Preferred Stock owned directly by Ms.
      Callicott.(11)
            Mr.
      Touret and Mr. Fournel resigned as Vice Presidents and Directors of the
      Company on December 21, 2007.








24






ITEM 12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.




Certain
Relationships and Related Transactions





On April
2, 2007, FreeCom entered into a Distributor Agreement with Global Roaming, Inc.
(dba CelTrek), pursuant to which CelTrek granted to FreeCom exclusive internet
distribution rights, to CelTrek’s Global SIM technology, for a payment of
$250,000. In addition, FreeCom will receive a 20% commission on sales of the
CelTrek technology through the internet. The term of the Distributor Agreement
is five years. Celtrek is a principal shareholder of the Company and is owned
and controlled by Yakov Sarousi and Michael Thaler.





On June
26, 2007, FreeCom and CelTrek entered into an amendment to the Distributor
Agreement (the “Amendment”). Pursuant to the Amendment, should CelTrek be bought
out during the five-year term of the Distributor Agreement, FreeCom would
receive the fair market value for the subscribers that FreeCom was responsible
for bringing to CelTrek.





On
September 28, 2007, pursuant to the Share Exchange Agreement entered into and
consummated by and between the Company, FreeCom and the FreeCom Interestholders,
FreeCom, Inc., a 24.23% holder of FreeCom, acquired 8,965,800 shares of common
stock of the Company in exchange for its ownership interest in
FreeCom, LLC.  Frederic Fournel, a former Vice President and Director
of the Company, founded Freecom Inc. Holding in 2005, became a principal member
of FreeCom, LLC in 2007 and has served as President and sole owner of FreeCom,
Inc. since its formation.





On
September 28, 2007, the Company relocated its corporate headquarters to 1021
Ives Dairy Road, Suite 216 Miami, FL  33179, sharing office facilities
at this location with CelTrek at no cost to the Company, until January 2, 2008,
when CelTrek and the Company relocated their offices to 20801 Biscayne Blvd.,
Suite 101 Miami, FL  33180, the Company’s current
location.  Celtrek provides both the facilities and administrative
services at no cost to the Company.





On
January 29, 2008, the Company entered into a share exchange agreement with
Global Roaming, Inc. to purchase 2,000,000 shares of the common stock of Cubic
Telecom.  As consideration for the Cubic Shares, the Company issued
8,000,000 shares of the Company’s Series A Series A Preferred Stock having
voting rights of 10 votes per share, a stated value of $0.375 per share, and
converting into 10 shares of the Company’s common stock only upon the occurrence
of (i) Cubic Telecom attaining $30,000,000 in annual sales, and (ii) GRI or
Cubic Telecom (or any of their designees) investing $1,000,000 into the Company
for research and development of related business technology.  Pursuant
to the agreement, Global Roaming, Inc. designated Yakov Sarousi and Michael
Thaler as holders of the Series A Preferred Stock.





Director
Independence





The
Company currently does not have a director that qualifies as an “independent”
director as that term is defined under the National Association of Securities
Dealers Automated Quotation system.  Our company, however, recognizes
the importance of good corporate governance and intends to appoint an audit
committee comprised entirely of independent directors, including at least one
financial expert, during our 2008 fiscal year.





25





ITEM 13.
            EXHIBITS.







Exhibits:





Exhibit No.
            Description of Exhibit3.1
            Articles
      of Incorporation.*3.2
            Bylaws.*3.3
            Specimen
      of Common Stock certificate.*3.4
            Certificate
      of Designations authorizing the Series A Convertible Preferred
      Stock.**10.1
            Share
      Purchase Agreement by and among Commoncache, FreeCom, and the FreeCom
      Interestholders, dated  September 28, 2007.***10.2
            Distributor
      Agreement, by and between FreeCom and CelTrek, dated April 2,
      2007.***10.3
            Amendment,
      dated June 26, 2007, to Distributor Agreement dated April 2, 2007, between
      FreeCom and CelTrek.***10.4
            Share Exchange Agreement between
      Global Roaming Distribution, Inc., and Global Roaming, Inc. dated as of
      January 29, 2008.**21.1
            List
      of Subsidiaries*23.1
            Report
      of Independent Registered Public Accounting Form (Jewett,
      Schwartz, Wolfe & Associates) (filed herewith).31.1
            Certification
      by Chief Executive Officer pursuant to Sarbanes Oxley Act of 2002 Section
      302.31.2
            Certification
      by Chief Financial Officer pursuant to Sarbanes Oxley Act of 2002 Section
      302.32.1
            Certification
      by Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section
      906.32.2
            Certification
      by Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section
      906.







*
Incorporated by reference to the exhibit to our report on form SB-2 filed with
the SEC on October 3, 2001.




**
Incorporated by reference to the exhibit of the same number to our report on
form 8-K filed with the SEC on January 29, 2008.




***
Incorporated by reference to the exhibit of the same number to our report on
form 8-K/A filed with the SEC on October 11, 2007.







ITEM 14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES.




Audit
Fees. The aggregate fees incurred by the Company’s independent registered public
accounting firms, for professional services rendered for the audit of our annual
financial statements for the year ended December 31, 2007, and for the reviews
of the financial statements included in our Quarterly Reports on Form 10-QSB
during those fiscal years were approximately $17,500.





Audit-Related
Fees. The Company did not incur any fees from its independent registered public
accounting firms  for audit-related services during the year ended
December 31, 2007.





Tax Fees.
The Company did not incur any fees from its independent registered public
accounting firms for tax compliance or tax consulting services during the year
ended December 31, 2007.





All Other
Fees. The Company did not incur any other fees from its independent registered
public accounting firms for services rendered to the Company, other than the
services covered in "Audit Fees" for the fiscal year ended December 31,
2007.





26




SIGNATURES




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








GLOBAL
      ROAMING DISTRIBUTION, INC.Date:
      March 31, 2008By:
            /s/
      Yakov SarousiYakov
      SarousiPresident
      & Chief Executive Officer





In
accordance with the Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.





Name
            
            Title
            
            Date/s/
      Yakov Sarousi
            
            President,
      Chief Executive Officer and Director
            
            March
      31, 2008Yakov
      Sarousi/s/
      Michael Thaler
            
            Chief
      Financial Officer  (principal financial and accounting officer)
      and Director
            
            March
      31, 2008Michael
      Thaler/s/
      Jenny Callicott
            
            Chief
      Operating Officer and Director
            
            March
      31, 2008Jenny
      Callicott/s/
      Pat Phelan
            
            Director
            
            March
      31, 2008Pat
      Phelan