U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~THE ~~the~~SECURITIES ~~Fiscal~~EXCHANGE ~~Year~~ACT ~~EndedDecember~~OF ~~31, 2008 Commission File Number333-89208~~1934

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

2-TRACK GLOBAL, INC.

Nevada		41-2036671
(State of Incorporation)		(I.R.S. Employer Identification)
Principal Executive Offices: 1270 Broadway #208 New York, NY 10001 Issuer's telephone number: (732) 927-3820 Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class		Name of Each Exchange on Which Registered
None		None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Each Class		Name of Each Exchange on Which Registered
Common Stock		$0.001 Par Value

Principal Executive Offices:

1270 Broadway, #208

New York, New York 10001

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

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

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

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

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

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

Yes ¨ No Xx

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

Yes ¨ No Xx

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

NoYes X¨ No x

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant has ~~delinquent~~submitted ~~filers~~electronically ~~pursuant~~and toposted ~~Item~~on ~~405~~its ofcorporate ~~Regulation~~Web ~~S-K~~site, isif ~~not contained herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data beFile ~~contained,~~required to ~~the~~be ~~best~~submitted and ofposted ~~registrant's~~pursuant ~~knowledge,~~to inRule ~~definitive~~405 ~~proxy~~of orRegulation ~~information~~S-T ~~statements~~during ~~incorporated~~the bypreceding ~~reference~~12 inmonths ~~Part~~(or ~~III~~for ofsuch ~~this~~shorter ~~Form~~period ~~10-K~~that orthe ~~any~~registrant was ~~amendment~~required to ~~this~~submit ~~Form~~and ~~10-K.~~post ~~[X]~~ such files).

~~Indicate~~Yes by¨ ~~check~~No mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): x

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

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

¨ ~~[ ]~~Large ~~Non-~~accelerated filer ~~(do not check if a smaller reporting company~~

¨ ~~[X] Smaller~~Accelerated ~~reporting company~~Filer

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

x Smaller reporting company

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

Yes ¨ No Xx

As of ~~April~~June 1030, 2009, the aggregate market value of the voting ~~stock~~and ~~held by~~ non-~~affiliates~~voting ~~of the~~common ~~Registrant,~~equity ~~computed~~held by ~~reference~~non-affiliates ~~to the average~~ of the ~~bid~~Registrant ~~and ask price on such date~~ was approximately $84230,~~566 _based~~315 ~~upon~~based upon the ~~average~~ closing price of $0.~~0015~~008/share.

As of ~~April~~March 1031, ~~2009~~2010, the Registrant had outstanding 56,~~577~~177,~~280~~ 850 shares of common stock.

Documents Incorporated by Reference

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

TABLE OF CONTENTS

		Page of Report
			Page of
PART I		1
			Report
ITEM 1. DESCRIPTION OF BUSINESS		1
PART I			1
ITEM 1A. RISK FACTORS		12
	ITEM 1.	DESCRIPTION OF BUSINESS	1
ITEM 2. DESCRIPTION OF PROPERTY		14
	ITEM 1A	RISK FACTORS	6
ITEM 3. LEGAL PROCEEDINGS		14
	ITEM 2.	DESCRIPTION OF PROPERTY	8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		15
	ITEM 3.	LEGAL PROCEEDINGS	8
PART II		15	8
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER		15
	ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS	8
ITEM 6. SELECTED FINANCIAL DATA		N/A
	ITEM 6.	SELECTED FINANCIAL DATA	N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION		18
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION	10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		N/A
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	N/A
ITEM 8. FINANCIAL STATEMENTS		23
	ITEM 8.	FINANCIAL STATEMENTS	14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		25
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	15
ITEM 9A. (T) CONTROLS AND PROCEDURES		25
	ITEM 9A.	(T) CONTROLS AND PROCEDURES	15
PART III		27
	ITEM 9B.	OTHER INFORMATION	16
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE		27
PART III			17
ITEM 11. EXECUTIVE COMPENSATION		29
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		34
	ITEM 11.	EXECUTIVE COMPENSATION	18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION		36
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		36
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTION	25
PART IV		37
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	25
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		37
PART IV			26
SIGNATURES		38
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	26
SIGNATURES			27

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

General

2-Track Global, Inc. (referred to as "“2-Track," ” the "“Company"” or "“we"” or "“our"”) is a Nevada corporation which was originally incorporated in the state of Nevada on March 12, 2002. During the 2008 fiscal year we carried on our business through our wholly-owned subsidiary 2-Track Limited, a British corporation ("“2-Track Limited"”). 2-Track Limited was a UK-based company which was formed and started doing business in October 2002. 2-Track Limited'’s business focus was on technologies for the tracking, monitoring and security of remote assets from any point in the world, whether static (such as pipelines or wells) or mobile (such as vehicles, vessels and containers). Subsequent to the fiscal year end, on February 17, 2009 we filed to liquidate 2-Track Limited and moved the business operations of 2-Track Limited over to 2-Track USA, Inc., a New York corporation ("2-Track USA") which has been a wholly-subsidiary of the Company since January, 2007. 2-Track USA will carry on the existing business of the Company.

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

On November 30, 2004, ECP Ventures, Inc. ("ECPV") entered into and consummated a Plan and Agreement of Reorganization between ECPV and 2-Track Limited and certain stockholders of 2-Track Limited (the "Exchange Transaction"). Pursuant to the Exchange Transaction, ECPV acquired all of the issued and outstanding shares of 2-Track Limited, a British corporation in exchange for shares of the common stock of ECPV. As a result of the Exchange Transaction, 2-Track Limited became a wholly owned subsidiary of ECPV and ECPV changed its name to 2-Track Global, Inc. As a result of the Exchange Transaction, the business formerly conducted by 2-Track Limited became the primary business of the Company. The assets, liabilities and revenue and expenses of 2-Track Limited and the Company are reported on a consolidated basis for fiscal year 2008 financial statement purposes. Business

~~Business~~Our business plan focuses on four specific telematics business segments including radio frequency identification devices (RFID) - namely commercial fleet management applications for Vehicles, Marine, and Shipping Containers, as well as a consumer application for Leisure Marine & Exploration all of which have an inherent asset tracking and security capability. We are using both conventional as well as latest technology to meet customer requirements utilizing RFID namely Active RFID, Dual Frequency RFID, and Passive RFID for Fire Exit personnel accountability systems and Building access as well as asset management systems.

~~Our~~Technology ~~business~~Based plan focuses on four specific telematics business segments as well as radio frequency identification devices (RFID) - namely commercial fleet management applications for Vehicles, Marine, and Shipping Containers, as well as a consumer application for Leisure Marine & Exploration all of which have an inherent asset tracking and security capability. On RFID namely Active RFID, Dual Frequency RFID, and Passive RFID for Fire Exit personnel accountability system and Building access as well as asset management system, we are using both conventional as well as latest technology to meet customer requirement. Solutions

~~Page~~Vehicle Fleet Management – CONDOR -FMS 1

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

~~2-Track,~~In ~~through~~September ~~its~~2006 ~~wholly-owned~~we ~~subsidiary~~also ~~2-Track~~launched ~~USA,~~our own ~~owns~~General ~~the~~Packet ~~patent~~Radio ~~rights to PRISMS™ which stands for Positional Real-time Integrity and Status Monitoring~~ System~~. This~~ ~~is a logistics-oriented technology currently in development which combines a stand-alone data capture and radio frequency identification~~ (~~RFID~~GPRS) ~~transmission~~version ~~device~~which ~~with~~will aextend ~~relay~~its ~~station~~tracking ~~for~~applications ~~access~~ to aworldwide ~~low-earth satellite network~~customers. ItThis isapplication was ~~intended~~available ~~that~~for ~~PRISMS™~~sale ~~units~~during will be applicable to high volume freight transport assets such as containers enabling them to report intelligently via fixed and mobile intermodal transport infrastructure including ports/terminals, ships, trains and trucks2009.

~~access~~The ~~to a low~~2-~~earth~~Track ~~satellite~~Vehicle ~~network.~~Fleet It is intended that PRISMS™ units will be applicable to high volume freight transport assets such as containers enabling them to report intelligently via fixed and mobile intermodal transport infrastructure including ports/terminals, ships, trains and trucks.Management ~~The~~System ~~PRISMS™ technology is offered as either an OEM option for manufacturers or leasing companies, as well as an aftermarket option for end-user or customer~~ (~~e.g.~~Condor ~~shipper~~FMS) ~~retrofit. By~~performs ~~utilizing~~ a ~~hybrid~~combination ~~RFID-satellite architecture through a low-earth orbit network, 2-Track's solution offers all the advantages~~ of ~~RFID~~management ~~weight~~functions ~~and~~which ~~cost~~can ~~combined~~be ~~with~~handled ~~the~~simultaneously ~~global~~on ~~reach~~a ~~of direct~~single ~~satellite communications~~PC, ~~providing~~laptop and ~~significant benefit over RFID-only or satellite-only technology alternatives~~Internet. ~~Technology~~ ~~teaming~~Our ~~partners~~fleet ~~include~~management ~~Korea Orbcomm - a low earth orbit satellite network operator~~applications, ~~Muwon~~currently ~~Corporation~~available -Worldwide a Korean container seal manufacturer, ME - a UK-based GSM enabled tracking unit supplier, ESRI (UK) - a leading GIS software and mapping company, and Ingecom - a Swiss based Active RFID specialist company include:

~~Vehicle Fleet Management – CONDOR FMS~~1

We· ~~currently support a multi~~Real-~~functional~~time tracking ~~and~~· ~~status~~Reporting ~~monitoring~~· ~~system~~Navigation ~~for~~· ~~operators~~Control of· ~~both~~Communication ~~small~~· ~~and~~Safety ~~large vehicle fleets called Condor FMS. This system is presently offered on any Triband GSM Network for Worldwide haulage~~ and ~~vehicle~~Security ~~rental~~· markets. In September 2006 we also launched our own General Packet Radio System (GPRS) version which will extend its tracking applications to worldwide customers. The 2-Track Vehicle Fleet Management System (Condor FMS) performs a combination of management functions which can be handled simultaneously on a single PC, laptop and Internet. Our fleet management applications, currently available Worldwide include: Information

~~Real-time~~The ~~tracking~~Condor ~~Navigation~~FMS ~~Communication~~system ~~Information~~has ~~Reporting~~sold ~~Control~~about ~~Safety~~20 hardware units to a pilot customer in the UK during 2004, and ~~Security~~is now in full commercial practice. We do not intend to allocate significant resources to the overcrowded British market but focus instead on emerging markets which have (i) a large customer base and potential, and (ii) a large security / monitoring need. This includes countries in Africa, the Middle East, South America and Asia, and will be pursued through VAR / Agency partnerships in those countries.

A significant value added reseller (VAR) ~~Page~~of -the 2Condor FMS software, TrakTag (Nigeria), has been appointed in Lagos, Nigeria and to date has sold 6 copies of the Condor FMS software which are in operation. This represents worldwide sales of the Condor FMS software. Following successful launch with ALC (Abuja Leasing Company), we now have Bayelsa Government, Cross River Government, and Skye Bank as our clients in Nigeria. We launched our own hardware in the first quarter of 2007 and since then our units have been sold all around the world. We have also launched demonstration internet based solutions to many potential customers in the USA however no sales were recorded in the US during 2009. In January 2008, we launched our own ASP services to support the Condor FMS. During 2009 we also added new hardware to support the Condor FMS.

~~The~~Pursuant ~~Condor~~to ~~FMS~~an ~~system~~agreement ~~has~~with ~~sold~~Rockson ~~about~~Engineering Company 20of ~~hardware~~Nigeria ~~units~~we tohave asupplied ~~pilot~~and ~~customer~~installed in150 ~~the~~units UKof ~~during~~our ~~2004,~~Vehicle ~~and~~Tracking is(iTrac), ~~now~~personal intracking ~~full~~and ~~commercial~~monitoring ~~practice~~products. Under ~~3000units~~the ~~sold~~terms Weof ~~do not intend to allocate significant resources to~~ the ~~overcrowded~~agreement ~~British~~we ~~market~~supplied ~~but~~both ~~will~~software ~~focus~~and ~~instead~~hardware onto ~~emerging~~Rockson ~~markets~~that ~~which~~would ~~have~~enable ~~(i)~~them ato ~~large~~monitor ~~customer~~their ~~base and potential~~vehicles, personnel and ~~(ii)~~machinery ain ~~large~~real ~~security / monitoring need~~time. ~~This~~ ~~includes~~Rockson ~~countries~~did innot ~~Africa,~~sell ~~the~~any ~~Middle~~iTrac ~~East,~~products ~~South America~~ and ~~Asia,~~their ~~and~~agreement ~~will~~was beterminated ~~pursued through VAR / Agency partnerships~~ in ~~those~~December ~~countries~~2008.

AIn ~~significant~~2009 ~~value~~we ~~added~~pursued ~~reseller~~a ~~(VAR)~~commercial ofpartnership with ~~the~~prospects ~~Condor FMS software, TrakTag (Nigeria) is appointed~~ in ~~Lagos, Nigeria and to date 6 copies of~~ the ~~Condor~~Middle ~~FMS~~East ~~software and the initial 60 of our Condor iTrac units have been installed in a managed service environment at TrakTag,~~ with ~~specific~~emphasis ~~adaptation~~on of the ~~software~~GCC toStates ~~work~~and ~~with Nigerian GIS mapping~~India. ~~Following~~We ~~successful~~had ~~launch~~appointed ~~with~~Autotrack ~~ALC~~India ~~(Abuja~~Ltd ~~Leasing Company), we now have Bayelsa Government, Cross River Government, and Skye Bank~~ as ~~our clients~~ distributor in ~~Nigeria.~~India ~~We launched our own hardware in first quarter of 2007~~ and ~~since~~South ~~then~~East ~~our units have been sold all around the world~~Asia. ~~4000~~Despite ~~units~~heavy ~~sold.~~capital Weand ~~have~~other ~~also~~resource ~~launched internet based solutions to one of the major financial institutions in USA. In January 2008~~commitments, weAutotrack ~~launched~~filed ~~our own ASP services. Also, we have delivered PDA based mobile data with down load software to a monitoring call center in India~~ for ~~the~~bankruptcy ~~above~~and USour ~~financial~~partnership did ~~institution.~~not ~~The~~produce ~~installed~~viable ~~system~~sales ~~now allows them to track employees getting on and off the bus~~ in ~~real~~that ~~time from anywhere internet connection is provided~~market.

~~Pursuant~~Personal ~~to an agreement with Rockson Engineering Company of Nigeria we have supplied and installed 150 units of our Vehicle~~ Tracking (iTrac), personal tracking and monitoring products. Under the terms of the agreement we will supply both software and hardware to Rockson that will enable them to monitor their vehicles, personnel and machinery in real time. Systems

WeIn ~~are~~March ~~also~~2007 ~~pursuing~~we acommercially ~~commercial~~launched our ~~partnership~~own ~~with~~personnel ~~prospects~~tracking insystem at the ~~Middle~~2007 ~~East~~CeBIT ~~with~~Exhibition. ~~emphasis~~The onCondor ~~the~~FMS ~~GCC~~mTrac ~~States~~was originally developed for one of our clients, and ~~India.~~now Wehas ~~have~~been ~~appointed~~developed ~~Autotrack~~further ~~India~~for ~~Ltd~~the asgeneral ~~distributor~~security ofmarket. ~~India~~It ~~and~~has ~~South~~SIEMEN’s ~~East~~quadraband ~~Asia~~GSM module to work all around the world. ~~They~~It ~~have~~has ~~bought~~7 ~~2000~~days ~~units~~standby ~~initially~~battery life and ~~intended~~a GSM module to ~~sell~~determine uplocations. toHighly ~~10,000~~sophisticated hardware with customer programmable functions allows units ~~until~~to ~~the~~protect ~~end~~business ofpeople ~~year~~traveling in hazardous environments as well as for a single worker. We also have clients in Nigeria interested in protecting expatriates at oil and construction sites.

~~Personal Tracking Systems~~2

InmTrac ~~March~~was ~~2007 we commercially~~ launched ~~our~~in ~~own personnel tracking system at~~ the ~~2007~~first ~~CeBIT~~quarter of ~~Exhibition~~2007. ~~The~~Through ~~Condor~~the ~~FMS~~end ~~mTrac was originally developed for one~~ of ~~our~~2009 ~~clients,~~we ~~and~~sold ~~now~~25 ~~has~~units ~~been developed further for the general security market. It has SIEMEN's quadraband GSM module~~ to ~~work~~various ~~all~~customers around the world. Itincluding ~~has~~orders ~~7days~~from ~~standby~~Intels ~~battery life and a GSM module to determine locations~~(Nigeria) Ltd. ~~Highly sophisticated hardware with customer programmable functions allows units to protect business people traveling in hazardous environments as well as~~ for athe ~~single~~sale, ~~worker.~~installation Weand ~~also~~maintenance ~~have~~of ~~clients~~2-Track’s inpersonal ~~Nigeria interested in protecting expatriates at oil~~ and ~~construction~~vehicle ~~sites~~tracking devices.

~~Page~~Commercial -Marine 3Fleet Management

~~mTrac~~The ~~was~~2-Track ~~launched~~commercial inmarine ~~first~~solution was ~~quarter~~based ofupon ~~2007.~~a ~~Since~~combination ~~then~~of wedirect ~~have~~fleet ~~sold~~management 80reporting ~~units~~via tolow ~~various~~earth ~~customers~~orbit ~~around~~(“LEO”) ~~the~~satellites ~~world~~combined ~~including~~with RFM/RFID-based ~~orders~~data ~~from~~relay ~~Intels~~for ~~(Nigeria)~~cargo ~~Ltd.~~and ~~For~~other ~~the~~wireless ~~sale,~~alarm ~~installation~~systems. ~~and~~Due ~~maintenance~~to ofmarket conditions 2-Track's ~~personal~~has ~~and~~decided ~~vehicle~~not to pursue the marine tracking ~~devices~~business.

In ~~May~~addition, ~~2008~~PRISMS™ ~~2-Track~~was ~~entered~~designed to ~~into~~address anthe ~~Exclusive~~International ~~Joint~~Maritime ~~Venture~~Organization ~~Agreement~~ISPS ~~with~~Code ~~TRIPLANET,~~(A) ~~Inc.~~changes relating to ~~market~~the ~~2-Track's~~installation ~~I-TRACK~~of ~~brand~~ship ofsecurity ~~vehicle~~alert ~~tracking~~systems (SSAS) ~~devices~~by ~~and~~providing ~~M-TRACK~~a ~~brand~~point of ~~personal~~relay ~~tracking~~for ~~devices.~~2-Track’s ~~TRIPLANET~~wireless isalarm atriggers ~~specialized~~(P-SSAS) ~~vehicle~~- ~~and~~whether ~~security~~deck ~~company~~mounted ~~servicing~~or ~~customers~~carried ~~throughout~~as a ~~the~~mobile ~~Gulf~~unit ~~region~~- ~~and~~giving ~~India. In~~each ~~June~~and ~~2008~~every ~~2-Track~~crew ~~entered~~member ~~into~~ a ~~joint~~distinct ~~venture~~alarm ~~with~~identity. ~~Auto~~Single ~~Track~~alarm ~~Systems~~activation ~~India~~will ~~Ltd.~~provide toa ~~promote~~shore-based control ~~the~~room ~~development~~with ~~and~~all ~~sale~~the details of ~~2-Track'~~the ship’s ~~Vehicle~~position, ~~Tracking~~speed ~~System~~over ~~and~~ground ~~Personal~~(“SOG”), ~~Tracking~~course ~~System~~over inground ~~India.~~(“COG”) and ~~The~~other ~~systems~~important ~~would~~data beat ~~established~~the ~~throughout~~point ~~India~~the ~~and~~alarm ~~operate~~was ~~via~~activated ~~wireless telecom~~ and ~~satellite~~monitored ~~networks~~thereafter.

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

~~The 2-Track commercial marine solution is based upon a combination of direct fleet management reporting via low earth orbit ("LEO") satellites combined with RFM/~~RFID~~-based~~ data relay for cargo and other wireless alarm systems. The technology centers on 2-Track's P-Station relay unit which combines LEO satellite uplink connectivity with standard GPPS receiver technology to give a near-time picture of any vessel at sea. The P-Station also interfaces with short range radio frequency modules ("RFM") communications to facilitate other PRISMS™-enabled equipment such as container monitoring units (P-Vision), electronic door security devices (P-Seal) and handheld container RFID tag scanners (P-Scan). In addition, PRISMS™ will address the International Maritime Organization ISPS Code (A) changes relating to the installation of ship security alert systems (SSAS) by providing a point of relay for 2-Track's wireless alarm triggers (P-SSAS) - whether deck mounted or carried as a mobile unit - giving each and every crew member a distinct alarm identity. Single alarm activation will provide a shore-based control room with all the details of the ship's position, SOG, COG and other important data at the point the alarm was activated and monitored thereafter. PRISMS now has been approved by Korean Patent Agency as an IP. Also, we are now waiting for approval from USA, Japan, India, China, and EU. This will take further 8 months. Solutions

~~Containerized~~Active ~~Cargo~~RFID

WeWith ~~provide~~its ~~Supply~~capability, ~~Chain~~we ~~Management~~considered ~~(SCM)~~developing a ~~and~~real ~~security~~time ~~data~~asset ~~monitoring~~tracking ~~for containerized cargo~~system. ~~For~~ ~~refrigerated~~Many orbusinesses ~~specialized~~have ~~containers~~high ~~with~~value ~~more~~assets ~~intensive~~kept ~~data~~in ~~reporting~~the ~~requirements~~office and avenerable ~~power~~to ~~supply,~~theft. ~~the~~Our ~~P-Vision~~hardware, with ~~unit~~simple ~~can~~installation beand ~~installed~~network ~~directly~~capability, ~~into~~would ~~the~~allow ~~container~~clients ~~superstructure~~to monitor and ~~wires~~track ~~into~~assets ~~the~~24/7. ~~control~~While ~~panel~~2-Track ~~and~~maintains expertise ~~power~~in ~~supply~~this ~~from~~field, ~~which~~during it2009it ~~offers~~determined ~~any~~not ~~degree~~to ofactively ~~monitoring~~pursuing ~~frequency~~direct asRFID ~~well~~sales. asInstead, ~~active alarms. P~~2-~~Vision~~Track is ~~deployable~~using inRFID aas an ~~dual~~add-on ~~format~~to asvehicle ~~RFM-only~~tracking orsystems asand ~~hybrid~~had ~~RFM-LEO~~installed ~~satellite~~one ~~communicator~~pilot system during 2009.

2-Track has also considered developing ~~Page~~two variants of the RFID, Passive RFID and Dual Frequency RFID, however 2-Track 4did not pursue any development of these two applications during 2009.

For dry containers with predominantly security emphasis, an RFM-only variant called P-Guard offers a low profile reporting unit which can be scanned by the P-Station relay unit installed on any intermodal transport asset (ship, train, truck, etc), providing coverage when there is no direct sight of satellite from the container itself (e.g. in a ship's hold or a dock stack). P-Guard uses internationally standardized RFID technology to communicate with 2-Track's RFID P-Seal (see below), as well as third-party container sensors offering door and internal status monitoring. 3

~~Our~~Mobile ~~proprietary~~Video electronic seal (P-Seal) is also part of the PRISMS™ development family. This device is fitted to any container door and, once activated, will send a tamper-alert signal through any vessel or port-mounted relay if cut. It is intended that all P-Seals will be fully readable by all ISO standard RFID scanners and readers, giving the P-Seal expanded compatibility to work within non-PRISMS™ RFID networks and infrastructures. The PRISMS™solution is intended to provide operational security and monitoring of container movement and integrity across all normal intermodal transport modes, and can be deployed along side other personnel/based and management-based security systems. As a result, the PRISMS™ data can be routed directly to our fleet management control software which gives management complete visibility of their container fleet history and activity in real time. The PRISMS™ technology will begin supply chain trials in mid 2010 and subject to successful testing on a variety of structured tradelane pathways and across multiple cargo types, will be phased in commercially commencing in the 3rd quarter of 2010. We have held early stage talks with two significant logistics players regarding partnering the PRISMS™ technology through the initial trials and talks are still on-going. Solutions

~~Leisure Marine & Exploration~~iView

In2-Track ~~addition~~has tobeen ~~the~~experimenting ~~commercial~~with ~~fleet~~several mobile ~~management~~video ~~applications~~products ~~discussed~~internally ~~above,~~named we“iView”. ~~have~~Our ~~also~~goal ~~designed a consumer monitoring solution called "Starfish" based on PRISMS™ technology which~~ is ~~designed~~to ~~for~~provide ~~yachts,~~full ~~motorboats,~~motion ~~off-road~~video ~~and~~in ~~explorer~~ vehicles and ~~similar one-off requirements of individuals or groups. Starfish automatically reports latest position and~~ other criteria being measured at a pre-determined interval to a virtual control center from where we offer web-based access to the data through a secure login procedure. The result is an automated solution for owners, friends or family to track remote ~~assets such as boats, vehicles or groups.~~ ~~Starfish~~locations. ~~can~~We ~~also~~have bebeen ~~utilized~~testing byvarious ~~yacht~~products ~~race~~in ~~organizers~~an ~~and~~attempt ~~charter companies~~ to ~~manage~~find ~~multiple~~the ~~asset~~right ~~positions~~combination ~~automatically at preset intervals to single website interface-giving graphical representations~~ of ~~entire~~product/price ~~fleet~~for ~~positions by key identifiers such as class, name, boat type etc. Version 1 of~~ the ~~Starfish equipment is now finalized and has finished two successful land and sea based trials with a round the world yacht FKT (www~~markets.~~fkt.co.kr). Also, we are planning to launch a~~

~~Page - 5~~Marketing

Our vehicle-based fleet management system ~~next~~(FMS) ~~generation~~is ~~Starfish~~in ~~unit~~operation being tested with ~~Satellite~~a ~~and~~small ~~GSM~~number ~~hybrid~~of ~~version~~vehicle asrental ~~well~~companies. asWith athe ~~different~~launch ~~LEO~~of ~~satellite~~tri-band ~~version~~GSM/GPRS toCondor hardware, ~~offer~~we ~~clients~~can ~~more~~now ~~choices~~actively insupply ~~the~~and market our product worldwide.

InThe ~~August,~~2-Track ~~2006,~~FMS ~~Saracom~~system ~~Co.,~~was ~~Ltd.~~awarded ~~delivered~~its Thatcham ~~the~~Q ~~initial~~Class ~~"Starfish"~~certification ~~equipment~~- ~~and~~the weUK ~~are now in on~~industry-~~going~~standard ~~development~~security ofrating ~~LEO~~from &the ~~GSM~~leading ~~hybrids~~vehicle astesting ~~well~~and assafety ~~Iridium based version hardware~~organization. ~~Also, by becoming a Navteq service provider, we will provide worldwide map solutions for all of our clients for worldwide tracking solutions.~~

~~RFID~~Approximate ~~Solution~~Global Markets:

~~Active~~· ~~RFID~~UK - 11,000 Freight Transport Association members; 425,000 commercial vehicles

~~With~~· ~~its~~EU ~~capability,~~- weover ~~are~~2 ~~developing~~million acommercial real time asset tracking system. Many businesses have high value assets kept in the office and venerable to theft. Our hardware, with simple installation and network capability, will allow clients to monitor and track assets 24/7. With enhanced software we plan to launch this product by July 2010. vehicles

~~Dual~~· ~~Frequency~~India, ~~RFID~~Pakistan, China, Middle East, Africa, and ASEAN - some of the world’s fastest growing freight forwarding/road haulage industries with huge potential for satellite based systems.

~~This latest state of the art RFID technology is based on a multi~~2-~~frequency~~Track’s ~~format~~strategy ~~consisting~~has offocused a 125 MHz and 6.8 GHz radio module. It was originally developed for fast moving object reading or non-battery powered semi-active tag to get a long distance reading. Since September 11th most corporations in the US have set up business continuity departments in case of a disaster with a goal to find out how many people exit a building and through which exit. We use DF RFID to count the number of people. We are also integrating exiting access cards for continuous use as well as Smart cards for intranet security. We anticipate installing DF readers and cards by June 2010.on Inchannel ~~August,~~partners ~~2007 we entered into a development arrangement with IPICO to utilize its patented duel frequency RF10 technology to develop a new concept called "Personal Accountability Systems"~~ (~~PAS~~resellers). ~~This~~ ~~technology~~We will ~~enable~~continue ~~large organizations~~ to ~~track~~develop ~~its~~this ~~staff~~indirect ~~and~~sales ~~visitors~~force in ~~the~~geographically ~~event~~distinct ofmarkets. anTo ~~emergency~~enhance its ~~situation~~marketing ~~in an efficient~~partnerships, ~~cost~~2-~~effective~~Track ~~manner. After~~may agrant ~~trial~~certain inexclusive ~~late~~territory ~~March~~rights 2007, we received an order in August, 2007 from a global investment bank for the provision of our Condor Scanner Technology into the bank's buildings in New York, Tokyo and Mumbai. In addition, we will provide our Condor PDA System to beits ~~installed~~products ~~on buses in Mumbai that transport the bank's personnel. The system enables the bank's personnel to board the bus~~ and ~~records their identification which in turn is transmitted to a monitoring center in New York~~technologies. ~~We have sold 27 PDA systems and looking for further orders.~~

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

~~One~~Customers of the fastest growing areas of the RFID business is in the passive RFID area and its use of UHF frequency to manage assets for many industry areas. 2-Track is also one of the key players in this area where we actively develop and sell solutions. With the latest i-PX fast reading protocol, we intend to start launching Passive RFID products in May 2010.

Where we had experienced a high concentration ~~Page~~of -sales 6with three major customers in the international market up through 2007, our marketing strategies have now diversified our sales to many customers in the retail and wholesale areas selling products to several resellers who in turn sell to their customers.

Significant marketing and R&D expense ~~Further~~was ~~information~~invested ~~regarding~~into the US banking customer base, specifically Lehman Brothers. Lehman was expected to account for a significant portion of 2-Track’s sales in 2008 and ~~its~~promising ~~business~~prospects for 2009. However, the bankruptcy of Lehman and ~~technologies~~the ~~are~~downturn ~~available~~of the atUS ~~www.2-track.com. The~~banking ~~Company's~~business ~~executive~~put ~~offices~~significant ~~will~~strain beon ~~co-located~~the ~~with~~Company ~~its~~in ~~sole~~2009 ~~subsidiary,~~and ~~2-Track~~no ~~USA~~sales atwere ~~1270~~made ~~Broadway~~to ~~#208,~~Lehman ~~New~~in ~~York,~~2008 NYor ~~10001~~2009. 2-Track's is ~~telephone~~attempting ~~number~~to isrefine ~~(732)~~its ~~927-3820~~strategy to make up for this loss.

~~Marketing~~4

The primary long-term target market for PRISMS™ is the shipping container market which is driven by a combination of counter-terrorism security needs and data management needs in the supply chain. There are multiple players acting within the supply chain and PRISMS™ deliberately adopts many different configurations to optimize the specific data and security mix that applies to any given customer. Customers include shippers (cargo owners), ocean carriers, intermodal transport operators and haulers, third party logistics companies (3PL), agents, as well as customs and port authorities. Competition

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

~~500~~In most commercial fleet management solution markets,~~000~~ ~~refrigerated~~we ~~(reefers)~~compete head-to-head with many other systems using the same or ~~specialist~~similar ~~containers~~components (Pand utilizing identical wireless telephone networks -~~Vision)~~ whether GSM or GPRS format. With commoditization, inevitable in mature markets, we have focused on creating software solutions for significant emerging markets where competition is less developed and the security need is large. By partnering directly with established resellers with appropriate GIS mapping technology credentials and often political connections, we are confident of making major inroads in these markets without the need for major marketing expense.

10Intellectual ~~million~~Property +Rights ~~standard containers (P-Guard)~~

~~150~~We ~~million~~own +all pthe intellectual property for our PRISMS™ technology for container monitoring. This includes all the requirements, firmware and software design and planning, and other copyright encompassed in the technical specification for the communications architecture and its specific deployment for the business applications stated in this document, and subject to a PCT Application through the Korean Patent Office in November 2004. ~~container~~We ~~door~~have ~~sealing~~not ~~actions~~got ~~(P-Seal)~~IP patent protection on PRISMS and are waiting for approval from USA, Japan, India, China, and EU and may pursue this business in the future.

InResearch ~~addition to providing a relay point for other PRISMS™ -units, the P-Station relay also provides commercial marine~~ and ~~fleet~~Development management by supporting peripheral devices such as ships security alarm system (SSAS) as required by the IMO for all shipping over 500 tonnes, and electronic seal on container doors (as required by US Customs initiatives). Expenditures

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

~~1,000 container vessels (P-Station)~~Employees

30During 2009,~~000~~ ~~registered~~we ~~vessels~~had ~~over~~9 ~~300~~full-time employees ~~tonnes~~in ~~(P-Station)~~Seoul, Korea and 1 part-~~SSAS~~time ~~now~~employee ~~compulsory~~working at our London office until its closure in February 2009. Our employees are not subject to a labor contract or collective bargaining agreement.

~~100,000 registered vessels over 50 tonnes (P-Station) - SSAS a possible requirement in future~~5

~~The~~ITEM ~~Leisure Marine market represents another opportunity for us to enter that can be served using the satellite components of PRISMS™ technology without any need for the RFM components~~1A. ~~The~~ ~~unit,~~RISK branded Starfish, will be sold in Europe, Australia and the US through a network of marine electronics dealers and other specialist outlets, and may also have applications for small commercial fleet vessels such as fishing boats.FACTORS

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

~~600~~The audit report of our independent accounting firm includes a “going concern” explanation. In the independent accounting firm’s opinion,~~000~~ ~~leisure~~our limited operating ~~craft~~history ~~25-50in~~and EUaccumulated ~~(Starfish)~~deficit as of December 31, 2009, raise substantial doubt about our ability to continue as a going concern.

~~450~~2-Track USA,~~000~~ ~~leisure craft~~and 25before it 2-~~50in~~Track Limited, are development stage companies and are in the USprocess of fully implementing their business plan and technologies. 2-Track Limited commenced its business operations as a private limited company in 2002 and has generated only limited revenues (~~Starfish~~liquidated February 17, 2009). 2-Track USA commenced its business operations in January 2007 and has also generated only limited revenues. As our primary operating subsidiary, 2-Track USA has only a limited operating history upon which an evaluation of our future performance can be made. Our future prospects must be considered in light of the risks and difficulties encountered by developing companies which have not yet established an operating track record.

~~35,000~~The ~~leisure~~success of our technology based business ~~craft~~will ~~25-50in~~depend ~~Australasia~~on ~~(Starfish)~~several factors including:

~~Page~~· -Our 7ability to maintain competitive prices which provide desired profit margins and expanding our product line;

· Our ~~vehicle-based~~success ~~fleet~~in ~~management~~further ~~system~~developing ~~(FMS)~~our isCondor inproduct ~~operation~~lines ~~with~~for aUS ~~small~~and ~~number~~other ofmarkets ~~vehicle~~as ~~rental~~well ~~companies~~as commercial industry. ~~With~~We ~~the~~also ~~launch~~continued ofseeking ~~tri-band~~to ~~GSM/GPRS~~partner ~~Condor~~with ~~hardware,~~a wemajor ~~can~~car ~~now~~manufacturer ~~actively~~to ~~supply~~develop and ~~market~~supply ~~our~~OEM ~~product~~telematics ~~worldwide.~~solutions;

~~The~~· ~~2-Track~~Our ~~FMS~~ability ~~system~~to ~~was~~increase ~~awarded~~consumer ~~its~~awareness ~~Thatcham~~of Qour ~~Class~~products ~~certification - the UK industry-standard security rating from the leading vehicle testing~~ and ~~safety organization.~~services;

~~Approximate~~· ~~Global~~Our ~~Markets:~~ ability to provide comprehensive solutions which satisfy current and future anti-terrorism government regulation applicable to national and international commerce.

UKThe development and marketing of our technology products requires significant amounts of capital. To date, both 2-Track 11and its subsidiary have relied on the sale of equity securities,~~000~~ loans, ~~Freight~~and ~~Transport~~limited ~~Association~~sales ~~members;~~revenue ~~425~~to meet their operational and capital requirements. Because we have limited revenues,~~000~~ ~~commercial~~it will ~~vehicles~~be necessary to fund our ongoing operations by selling additional equity or debt securities, secure lines of credit or obtain other third-party financing. The timing and amount of such capital requirements cannot be determined at this time and will depend on a number of factors, including demand for our products and technologies. There can be no assurance that additional financing will be available on satisfactory terms when needed, if at all. Failure to raise additional capital, secure other sources of financing or enter into other collaborative business transactions would have a material adverse effect on our ability to achieve our intended business objectives. Any future equity financing will result in dilution to current stockholders. Future debt financing will result in interest expense and the risk that we cannot repay such debt when due.

~~EU - over 2 million commercial vehicles~~6

~~India,~~We ~~Pakistan,~~are ~~China~~competing in the global tracking and monitoring market, ~~Middle~~a ~~East~~market characterized by intense competition from both established companies and start-up companies. Since the market demands both competitive prices and capabilities, ~~Africa~~our success depends in part on our ability to enhance existing products and introduce new technologies. This requires us to accurately predict future customer demands, technology development and ~~ASEAN~~pricing -trends. ~~some~~Unexpected ofchanges in technological standards, the ~~world's~~rate ~~fastest~~of ~~growing~~technology ~~freight~~adoption, ~~forwarding/road~~customer ~~haulage~~demand and pricing of competitive ~~industries~~products ~~with~~could ~~huge~~adversely ~~potential~~affect ~~for~~our ~~satellite~~operating ~~based~~results ~~systems~~if we are unable to respond effectively to such changes.

WeOur ~~will~~current ~~seek~~manufacturing tostructure ~~develop~~is particularly ansubject ~~indirect sales force consisting of Franchisees and Value Added Resellers / Agents in geographically distinct markets. We also hope~~ to ~~create~~various ~~partnership~~risks ~~distribution~~associated ~~channels~~with ~~including~~its ~~marketing~~use ~~arrangements~~of ~~with~~offshore ~~logistics~~contract ~~solution providers~~manufacturers, ~~independent~~including ~~software~~changes ~~venders~~in ~~and~~costs ~~container~~of labor ~~equipment suppliers. We will also market directly to container manufacturers~~ and ~~lessors. To enhance its marketing partnerships~~materials, ~~2-Track~~reliability ~~may~~of ~~grant~~sources ~~certain~~of ~~exclusive~~supply ~~territory~~and ~~rights~~general toeconomic ~~its~~conditions ~~products~~in ~~and~~foreign ~~technologies~~countries. Unexpected changes Toin ~~more~~foreign ~~effectively~~manufacturing ~~address~~or ~~our~~sources ~~U.S.~~of ~~marketing~~supply, and ~~technology~~changes ~~support efforts~~ in ~~January~~the ~~2007~~availability, wecapability ~~formed~~or ~~2-Track~~pricing ~~USA~~of ~~which~~foreign issuppliers acould adversely ~~wholly-owned~~affect ~~subsidiary~~our ofbusiness ~~the~~and ~~Company~~results ~~in the state~~ of ~~New York~~operations. The ~~initial~~impact ~~officer~~ of ~~this~~these ~~U.S.~~risks ~~Corporation~~on isour ~~Mike~~operations ~~Jung who~~ is ~~CEO~~difficult ~~and~~to ~~President. In March~~measure, ~~2007~~but the ~~2-Track~~inability ~~USA~~to ~~participated~~alter inour ~~the~~strategic ~~CeBIT Exhibition in Hanover~~marketing, ~~Germany. The~~or ~~CeBIT~~react ~~Exhibition~~properly isto ~~one~~changing ofeconomic ~~the~~conditions ~~biggest~~could IThave ~~fairs~~an inadverse ~~Europe~~effect on ~~at which 2-Track presented its CONDOR product line in conjunction with the Cheng Holin Technology Corporation. Upon the liquidation of 2-Track Limited in early 2009,~~ our ~~primary~~financial ~~business operations are now conducted through 2-Track USA~~position.

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

In summary, our net sales and operating ~~Where~~results wein ~~had~~any ~~experienced~~particular aquarter ~~high~~may ~~concentration~~fluctuate as a result of ~~sales~~a ~~with~~number ~~three~~of ~~major~~factors, ~~customers~~including competition in the ~~international~~markets for our products; delays in new product introductions by us; market upacceptance ~~through~~of ~~2007,~~new ~~our~~products ~~marketing~~and ~~strategies~~technologies ~~have~~by ~~now~~us ~~diversified~~or our ~~sales~~competitors; changes toin ~~many~~product ~~customers~~pricing, inmaterial costs or customer discounts; the ~~retail~~size and ~~wholesale~~timing ~~areas Three~~of ~~commercial~~customer ~~customers~~orders; ~~combined~~fluctuations ~~accounted~~in ~~for~~channel inventory ~~approximately~~levels; ~~96%~~variations ofin the ~~consolidated~~mix ~~net~~of product sales; manufacturing delays or disruptions in sources of ~~the~~supply; ~~Company~~and ~~for~~the pace of the ~~fiscal~~current ~~year~~economic ~~ended~~recovery. ~~December~~Our 31future operating results will depend, ~~2008.~~to ~~The~~a ~~concentration~~large ofextent, ~~sales~~on ~~with~~our aability ~~small~~to ~~group~~anticipate ofand successfully ~~customers~~react ~~places~~to usthese inand another ~~adverse~~factors. ~~position~~Failure ~~should~~to ~~any~~anticipate ofand successfully react to these ~~customers~~and ~~reduce~~other ~~their~~factors ~~volume~~could ofadversely affect ~~sales~~our ~~orders~~business ~~with~~and usfinancial condition.

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

~~We face competitive environments in all our target markets, but of a very mixed and often~~ 7

~~Page~~ITEM -2. 8DESCRIPTION OF PROPERTY

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

InITEM most commercial fleet management solution markets, we compete head- to- head with many other systems using the same or similar components and utilizing identical wireless telephone networks - whether GSM or GPRS format3. ~~With~~ ~~commoditization~~LEGAL inevitable in mature markets we have focused on creating software solutions for significant emerging markets where competition is less developed and the security need is large. By partnering directly with established resellers with appropriate GIS mapping, technology credentials and often political connections, we are confident of making major inroads in these markets without the need for major marketing expense. The container monitoring market is a highly attractive one because although it is still evolving, many analysts believe significant opportunities exist in the equipment and services market for both OEM and aftermarket container monitoring solutions. For example, on October 13, 2006, President Bush signed the Port Security Bill into law. This law, among other things, requires enhanced security of cargo and US seaports to mitigate terrorist vulnerability. This new law and other US government policies and agreements of a set of internationally recognized technical standards will require enhanced container monitoring systems which 2-Track is currently developing. Although small numbers of containers are presently monitored and tracked using RFID scanning technology at major transport modes, we believe that the real opportunity lies in delivering cost effective end-to-end solutions across all transport modes - in real or near time - with additional data reporting capability such as internal status. Although several different solutions have been developed for both supply chain management (SCM) data needs and container security needs, none has yet been successfully commercially exploited on a large scale. In reality it is likely that the "market" will not evolve into a single solution but into a small number of segments for different cargo and transport requirements - reflecting value, distance, complexity, risk of terrorism and other factors. We intend to target some but not all of these segments with our PRISMS™ technology, representing an estimated 30-40% of all global container traffic. The most prominent private-sector initiative currently exploring and evaluating "smart" container technology is a multi-party enterprise called the Smart and Secure Tradelanes [SST] Initiative which incorporates a number of shippers, port authorities and operators, technology companies and equipment manufacturers in an affiliation to develop a coherent global information network for container security. One of its founding members Savi Technology has significant experience in tracking assets for the US military over many years in remote locations. PROCEEDINGS

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

~~PRISMS™~~ITEM is4. aSUBMISSION ~~multi-format~~OF ~~communications~~MATTERS ~~architecture~~TO ~~under~~A ~~development~~VOTE ~~which~~OF ~~can~~SECURITY be OEM installed during manufacture or retrofitted to any standard dry, refrigerated or specialized container unit to deliver clear operational benefits to both carriers and their clients (shippers) in HOLDERS

~~Page - 9~~None.

~~complying~~PART with new regulations - as well as achieving clear economic benefits. The most immediate of these measures are the initiatives affecting the operations and management of international trade supply chains into and out of the US which include:: II

~~Container Security~~ITEM ~~Initiative~~5. ~~- A~~MARKET ~~major~~FOR ~~strategic~~THE ~~initiative~~REGISTRANT’S ~~launched~~COMMON inSTOCK ~~January~~AND ~~2002~~RELATED bySTOCKHOLDER ~~the US Customs and Border Patrol (CBP) to ensure that container security measurers are taken at the port of loading by selected US officials on high-risk cargo destined for the US.~~MATTERS

~~Customs~~Our -common stock was listed and traded ~~Trade~~on ~~Partnership~~the ~~Against~~NASDAQ ~~Terrorism~~Electronic Bulletin Board (~~C-TPAT~~OTCBB) -under athe ~~currently~~symbol ~~voluntary~~“TOTG”. ~~scheme~~The ~~launched~~following bychart sets forth the known high ~~CBP~~and ~~whereby~~low ~~participants~~closing inprice ~~the~~for ~~supply~~our ~~chain~~stock ~~work~~for ~~with~~each ~~validation~~quarter ~~teams from~~during the ~~CBP~~last totwo ~~demonstrate~~fiscal ayears. ~~certain~~The ~~level~~quotations ofset ~~procedural~~forth below reflect inter-dealer prices, ~~physical~~without retail mark-up, ~~conveyance~~ mark-down or commissions and ~~personnel~~may ~~security~~not ~~through~~represent ~~improved~~actual ~~documentation,~~transactions. Share prices do not reflect ~~technology~~the ~~adoption,~~1-for-70 ~~training~~reverse ~~and~~stock ~~other~~split ~~measures~~which occurred in October , 2011.

24 Hour Advanced Manifest Rule - The 24-hour rule requires cargo owners to submit cargo manifest information from any port of loading to US ports at least 24 hours before sailing from the final foreign port.

Year Ended December 31, 2009	Low		High

Fourth Quarter	$	0.0022	$	0.019
Third Quarter	$	0.008	$	0.015
Second Quarter	$	0.0015	$	0.02
First Quarter	$	0.0011	$	0.012

Additionally there are major new maritime measures resulting in changes to the International Maritime Organization (IMO) code on International Ship and Port Facility Security (ISPS) which has seen two new requirements for shipping over 500 gross tones commencing in July 2003:

Year Ended December 31, 2008	Low		High

Fourth Quarter	$	0.001	$	0.01
Third Quarter		0.015		0.03
Second Quarter		0.011		0.03
First Quarter		0.02		0.03

Automatic Identification Systems (AIS) - a technical requirement for providing data about a ship's position and status through the VHF equipment (short range) prior to reaching a destination port.8

~~Ship Security~~As ~~Alert~~of ~~Systems~~December ~~(SSAS)~~31, -2009, athere ~~technical~~were ~~requirement for providing a discrete~~approximately ~~alarm~~106 ~~mechanism~~holders ~~for~~of ~~the~~record ~~ship's~~of ~~crew~~our ~~through~~Common ~~existing~~Stock. orThis ~~newly~~amount ~~installed satellite~~does ornot ~~radio~~include ~~equipment~~shares ~~such~~held asin astreet ~~tracking device or GMDSS unit (the current emergency signaling platform)~~name.

~~The~~Dividend major backdrop to the Commercial Marine market is forthcoming legislation and standards adopted by the IMO, which has adopted a number of amendments to the 1974 Safety of Life at Sea Convention (SOLAS), of which the most far-reaching are the new Chapter of the International Ship and Port Facility Security Code (ISPS Code) and detailed new navigation and identification technologies. Policy

~~Chapter~~We 2have ~~Amendments~~never ~~(Security~~paid ~~Levels) This~~any ~~chapter~~cash ~~applies~~dividends ~~to passenger ships and cargo ships of 500 gross tonnages and upwards, including high speed craft, mobile offshore drilling units and port facilities serving such ships engaged~~ on our ~~international~~common ~~voyages~~stock. ~~The~~ ~~ISPS~~We ~~Code~~currently ~~amendments~~anticipate ~~took~~that ~~effect~~we onwill 1retain ~~July~~all ~~2004. The~~future ~~Code~~earnings ~~contains detailed security-related requirements~~ for ~~Governments,~~use ~~port authorities and shipping companies~~ in aour ~~mandatory~~business. ~~section (Part A)~~Consequently, ~~together~~we ~~with~~do not aanticipate ~~series~~paying ofany ~~guidelines~~cash ~~about~~dividends ~~how to meet these requirements~~ in athe ~~second,~~foreseeable ~~non-mandatory section (Part B)~~future.

Securities Authorized for Issuance under ~~Page~~Equity -Compensation 10Plans

~~The~~On ~~regulation~~January ~~requires Governments to set security levels and ensure the provision of security level information to ships entitled to fly their flag. Prior to entering a port~~31, ~~or whilst in a port~~2006, ~~within~~ the ~~territory~~Board of a Contracting Government, a ship shall comply with the requirements for the security level set by that Contracting Government, if that security level is higher than the security level set by the flag Government for that ship.approved ~~This~~and ~~risk~~stockholder’s ~~management~~ratified ~~concept~~an ~~will~~Employee beStock ~~embodied~~Incentive inPlan ~~the~~and ~~Code through~~ a ~~number~~Non-Employee ofDirectors ~~minimum~~and ~~functional~~Consultants ~~security~~Retainer ~~requirements~~Stock ~~for ships and port facilities.~~Incentive Plan.

~~Chapter~~The 5Employee ~~Amendments~~Stock ~~(AIS) Regulation~~Incentive ~~XI-2/5~~Plan ~~requires~~is ~~all~~a qualified ~~ships~~plan toauthorizing bethe ~~provided~~issuance ~~with~~of aup ~~ship~~to ~~security alert system~~42,858 ~~according to a strict timetable that will see most vessels fitted by July 2004~~ (503,000,000 ~~tonnes~~pre-split) ~~and~~shares pursuant to the ~~remainder~~Plan. byAwards ~~December~~would ~~2004. When~~be ~~activated~~in the form ~~ship~~of ~~security~~incentive ~~alert~~stock ~~system~~options ~~shall~~or ~~initiate~~restricted ~~and~~stock ~~transmit~~awards aand ~~ship-to-shore~~will ~~security~~be ~~alert~~administered toby a ~~competent~~compensation ~~authority~~committee ~~designated~~or, byin the ~~Administration,~~absence of ~~identifying~~such ~~the ship~~committee, ~~its~~by ~~location and indicating that~~ the ~~security~~Board of ~~the~~Directors. ~~ship~~The isPlan ~~under~~has ~~threat~~a orterm itof ~~has~~ten ~~been~~(10) ~~compromised~~years. ~~The~~ ~~system~~1,457 ~~will~~(102,000 ~~not~~pre-split) ~~raise~~options ~~any~~were ~~alarm~~granted to ~~on-board~~employees ~~the~~in ~~ship~~2006. ~~The~~ ~~ship~~No ~~security~~options ~~alert~~were ~~system~~granted ~~shall be capable of being activated from the navigation bridge and~~ in ~~at least one other location~~2009.

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

WeOf ~~own all~~ the ~~intellectual~~stock ~~property~~options ~~for~~issued ~~our~~pursuant ~~PRISMS™~~to any ~~technology~~equity ~~for~~compensation ~~container monitoring~~plan. ~~This~~No ~~includes~~options ~~all~~were ~~the~~exercised ~~requirements, firmware and software design and planning, and other copyright encompassed~~ in ~~the technical specification for the communications architecture and its specific deployment for the business applications stated in this document~~2009. ~~PRISMS now has been approved by Korean Patent Agency as an IP. We have not got IP on PRISM in other countires but filed applications for approval from USA, Japan, India, China, and EU.~~

WeRecent ~~also~~Sales ~~own the intellectual property rights to two middleware/software applications used for the reporting and presentation~~ of ~~data~~Unregistered captured from remote assets such as vehicles, vessels or containers - using PRISMS™ or other GSM-equipped devices, although in most instances third-party GIS licenses are embedded in the final software product. Securities

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

During the fiscal ~~years~~year ~~2008~~ended ~~and~~December ~~2007~~31, ~~our subsidiary~~ 2008, 2-Track ~~Limited~~issued ~~spent approximately $398,199 and $600,410, respectively, on product research and development. It is expected that expenditures for research and development will increase in~~ the ~~current~~following ~~year~~equity assecurities ~~2-Track~~pursuant ~~looks~~ to ~~develop~~exemption ~~new~~from ~~end-user~~registration ~~products~~under and expand its marketing efforts We decided to write off all accumulated research and development expenses as of December 31, 2005 and expense any future research and development costs as they are incurred. Most of the ~~research~~Securities ~~and development costs were incurred to develop FMS related products~~Act.

On January, 2008, 2-Track issued 39,947 ~~Page~~shares of restricted common stock valued at $0.07 per share to a director as compensation bonus. The issuance of stock was made without any public solicitation to one person and was acquired for investment purposes only. The individual had access to complete information about 2-Track 11and was deemed capable of evaluating the merits and risks of acquiring shares in 2-Track. The securities were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed to be “restricted securities” as defined in Rule 144 under the 1933 Act and bear a legend stating the restrictions on resale.

2-Track spent most of its funds in developing three product lines, FMS (a fleet management system), Starfish (a tracking system for ships, yachts and boats), and PRISMS™ (a container tracking system) in 2008. 2-Track finished some of the research and development projects related to FMS and Starfish. The sales in 2007 and 2008 were derived from the sale of FMS products and related software which are gaining a serious recognition in global markets. Several companies have contacted 2-Track to represent 2-Track products in their geographic territories. 2-Track is evaluating all these offers to maximize opportunities. 2-Track is planning to recruit experienced marketing personnel who will establish a marketing division at 2-Track. As some of the Starfish products are completed, 2-Track is looking for partners who are willing to take trial installation. These products need further trials to best serve customers in global markets. 9

~~Employees~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OnFor ~~December~~more ~~31,~~detailed ~~2008~~financial information, weplease ~~had~~refer 8to ~~full-time~~the audited ~~employees~~December ~~in Seoul~~31, ~~Korea~~2009 ~~and~~Financial 1Statements ~~part-time~~included ~~employee~~in ~~working~~this atForm ~~our London office. We currently have 6 full~~10-~~time employees working at our Seoul office~~K. ~~Our employees are not subject to a labor contract or collective bargaining agreement. We consider our employee relations to be extremely good.~~

~~Risk~~Caution ~~Factors~~about forward-looking statements

~~Despite~~This ~~increasing~~Form ~~revenues~~10-K inincludes ~~2008,~~“forward-looking” statements ~~and~~about wefuture ~~have~~financial ~~incurred operating losses since inception. As a result of the losses and negative cash flows from operations~~results, ~~our~~future ~~ability~~business tochanges ~~continue operations will depend on our ability to generate increased revenues~~ and ~~the~~other ~~availability~~events ofthat ~~equity/debt~~haven’t ~~financing~~yet ~~for working capital~~occurred. If weFor ~~are~~example, statements ~~unable~~like towe ~~generate sufficient revenues in the near future or obtain outside capital to cover operating expenses~~“expect,” we ~~may~~“anticipate” ~~be unable to establish~~ or ~~maintain~~we ~~desired~~“believe” ~~levels~~are offorward-looking ~~business operations~~statements. ~~The~~Investors ~~audit~~should ~~report~~be ofaware ~~our~~that ~~independent~~actual ~~accounting~~results ~~firm~~may ~~includes~~differ amaterially ~~"going~~from ~~concern" explanation. In the independent accounting firm's opinion,~~ our ~~limited~~expressed ~~operating~~expectations ~~history~~because ~~and accumulated net deficit as~~ of ~~December~~risks ~~31,~~and ~~2008, raise substantial doubt~~ uncertainties about ~~our~~the ~~ability to continue as a going concern~~future. ~~2-Track~~ ~~USA,~~We ~~and~~do ~~before~~not itundertake ~~2-Track~~to ~~Limited,~~update ~~are development stage companies and are in~~ the ~~process~~information ~~of fully implementing their business plan and technologies. 2-Track Limited commenced its business operations as a private limited company~~ in ~~2002~~this ~~and~~Form ~~has generated only limited revenues. 2~~10-~~Track~~K ~~USA~~if ~~commenced~~any ~~its business operations in January 2007 and has also generated only limited revenues. As our primary operating subsidiary, 2~~forward-~~Track~~looking ~~USA~~statement ~~has~~later ~~only~~turns out ato ~~limited operating history upon which an evaluation of our future performance can~~ be ~~made~~inaccurate. ~~Our~~ ~~future~~Details ~~prospects~~about ~~must~~risks beaffecting ~~considered~~various inaspects ~~light~~ of the ~~risks~~Company’s ~~and~~business ~~difficulties~~are ~~encountered~~discussed bythroughout ~~developing companies which have not yet established an operating track record.~~this ~~The~~Form ~~success~~10-K ofand ~~our~~should ~~technology~~be ~~based~~considered ~~business will depend on several factors including:~~ carefully.

~~Page~~Plan -of 12Operation for the Next Twelve Months

Our ~~ability~~plan toof ~~maintain~~operation ~~competitive~~for ~~prices~~2010 ~~which~~is ~~provide~~set ~~desired profit margins and expanding our product line;~~ forth below.

Our ~~success~~budget infor ~~finalizing~~fiscal ~~the~~2010 ~~PRISMS™~~is ~~technology~~predicated on ~~development,~~an inaggregate ~~particular~~cash ~~the~~requirement ~~radio~~of ~~frequency~~$1.4 ~~module~~million ~~(RFM)~~of ~~component~~which ~~required~~$700,000 ~~for~~is ~~scanning~~expected ~~and~~to ~~reporting~~be ~~container~~met ~~data~~through inoperational ~~difficult~~revenues, ~~environments~~with ~~such~~the balance asof ~~terminal~~$700,000 ~~yards~~expected ~~and~~to ~~ship's~~be ~~holds;~~met from financing activities.

~~Our~~The ~~success~~majority inof ~~further~~these ~~developing~~costs ~~our~~are ~~Condor~~short-term in ~~product~~nature ~~lines~~and ~~for~~can USbe ~~and~~reduced ~~other~~substantially ~~markets~~in asthe ~~well~~event asthat ~~commercial~~the ~~industry.~~business Wefalls ~~also~~behind ~~intend~~in toeither ~~partner~~its ~~with~~core aresearch ~~major~~and ~~car~~development program, ~~manufacturer~~or tounderperforms ~~develop~~in its sales and ~~supply~~marketing ~~OEM~~activities ~~telematics~~or ~~solutions;~~finance raising.

~~Our~~As ~~ability~~a minimum we expect to ~~increase~~raise ~~consumer~~$2 ~~awareness~~million during offiscal ~~our~~2010 ~~products~~from ~~and~~debt/equity ~~services;~~finance activities. If however such expectations are not met then in these circumstances its expenditure or payments for liabilities will be curtailed significantly from the figures outlined in the table below.

~~Our ability to provide comprehensive solutions which satisfy current and future anti-terrorism government regulation applicable to national and international commerce.~~ 10

The development and marketing of our technology products requires significant amounts of capital. To date, both 2-Track and its subsidiary have relied on the sale of equity securities, loans, and limited sales revenue to meet their operational and capital requirements. Because we have limited revenues, it will be necessary to fund our ongoing operations by selling additional equity or debt securities, secure lines of credit or obtain other third-party financing. The timing and amount of such capital requirements cannot be determined at this time and will depend on a number of factors, including demand for our products and technologies. There can be no assurance that additional financing will be available on satisfactory terms when needed, if at all. Failure to raise additional capital, secure other sources of financing or enter into other collaborative business transactions would have a material adverse effect on our ability to achieve our intended business objectives. Any future equity financing will result in dilution to current stockholders. Future debt financing will result in interest expense and the risk that we cannot repay such debt when due. We are competing in the global tracking and monitoring market, a market characterized by intense competition from both established companies and start-up companies. Since the market demands both competitive prices and capabilities, our success depends in part on our ability to enhance existing products and introduce new technologies. This requires us to accurately predict future customer demands, technology development and pricing trends. Unexpected changes in technological standards, the rate of technology adoption, customer demand and pricing of competitive products could adversely affect our operating results if we are unable to respond effectively to such changes. Our current manufacturing structure is particularly subject to various risks associated with its use of offshore contract manufacturers, including changes in costs of labor and materials, reliability of sources of supply and general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply, and changes in the availability, capability or pricing of foreign suppliers could adversely affect our business and results of operations. The impact of these risks on our operations is difficult to measure, but the inability to alter our

CASH ALLOCATION BY ACTIVITY - BUDGET 2010	US Dollars

All Payroll	$	740,000

All Overheads	$	240,000

Net Changes in Working Capital	$	155,000

All Capital Expenditure	$	150,000

All Finance Charges	$	120,000

GROSS ANTICIPATED CASH REQUIREMENT	$	1,405,000

Less Gross Margin from Operations	$	1,500

NET ANTICIPATED CASH REQUIREMENT	$	1,403,500

~~Page~~Technical Roll- 13Out

~~strategic~~Barring ~~marketing~~unexpected occurrences, ormanagement anticipates ~~react~~the ~~properly~~following toschedule ~~changing~~of ~~economic~~roll-outs ~~conditions~~for ~~could~~its ~~have~~family anof ~~adverse~~products ~~effect~~during ~~on our financial position.~~ 2010:

Our target markets include end-users, resellers, systems integrators, major accounts and original equipment manufacturers. Due to the relative size of some customers, sales in any one market segment could fluctuate dramatically on a quarter-to-quarter basis. Fluctuations in major accounts and the OEM segment could materially adversely affect our financial condition and results of operations. Additionally, our revenues and results of operations could be adversely affected if we were to lose certain key distribution or development partners. In summary, our net sales and operating results in any particular quarter may fluctuate as a result of a number of factors, including competition in the markets for our products; delays in new product introductions by us; market acceptance of new products and technologies by us or our competitors; changes in product pricing, material costs or customer discounts; the size and timing of customer orders; fluctuations in channel inventory levels; variations in the mix of product sales; manufacturing delays or disruptions in sources of supply; and the pace of the current economic recovery. Our future operating results will depend, to a large extent, on our ability to anticipate and successfully react to these and other factors. Failure to anticipate and successfully react to these and other factors could adversely affect our business and financial condition. In addition to the above, we are also susceptible to other factors that generally affect the market for stocks of technology companies. These factors could affect the price of our stock and could cause such stock price to fluctuate significantly over short periods of time.

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

~~ITEM~~Business ~~2. DESCRIPTION OF PROPERTY~~Development

InThe ~~January,~~primary ~~2007~~business wedevelopment ~~opened~~targets for ~~our~~2010 USwill ~~corporate~~be ~~office~~the ~~located~~continued atexpansion ~~1270~~of ~~Broadway,~~distributor ~~#208,~~networks ~~New York, New York~~ and ~~106-E,~~OEM ~~Main~~partners ~~Street,~~for ~~Mattawan, New Jersey. The NY office is subleased from~~ the ~~current~~Condor ~~lessor~~FMS ~~without~~vehicle ~~rental~~fleet ~~payment~~management solution, and ~~NJ office is subleased from~~ the ~~current~~iTrac ~~lessor~~personal ~~for~~tracking ~~$975 per month starting February 20, 2009~~system.. ~~Also~~Condor, ~~2-Track~~which ~~USA~~currently ~~filed~~sells ~~an application to open a liaison office~~ in ~~Korea and obtained permission from~~ the ~~Korean~~UK ~~Government on March 21, 2008. The purpose of the liaison office is to have our own research~~ and ~~development facility~~Africa in ~~Korea.~~a ~~This~~GPRS ~~office~~format, will ~~replace~~release ~~the~~latest hardware ~~current~~with ~~research~~or ~~and~~without ~~development~~antenna ~~sub-contractor~~in ~~located~~early atpart ~~#501~~of ~~Jinmi Paragon, 13 Yeouido-dong, Yeongdeungpo-gu, Seoul, Korea~~2010.

~~ITEM~~Territorially 3.there ~~LEGAL~~will ~~PROCEEDINGS~~be a strong emphasis on developing emerging markets in Africa, the Middle East, and India markets characterized by a strong security need and poor wireless network infrastructure or political risk.

~~From~~Due ~~time~~ to ~~time,~~uncertainty ~~we may be involved~~ in ~~litigation~~both ~~relating to claims arising out of our operations in~~ the ~~normal~~leisure and ~~course~~commercial ofmarine ~~business,~~security ~~including~~markets ~~claims of alleged infringement, misuse or misappropriation of intellectual property rights of third parties. As of the date of this report,~~ we ~~are~~have decided not ~~a party~~ to ~~any~~pursue ~~such~~the ~~litigation~~Starfish ~~which~~and wePRISMS ~~believe~~technologies ~~would~~at ~~have~~this ~~a material adverse effect on us~~time.

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~11

~~None~~Results ~~during the fourth quarter~~ of ~~fiscal 2008~~Operations

Operating Results for the Fiscal Year ~~Page~~Ended -December 1431, 2008 and 2009.

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

~~ITEM~~Consolidated 5revenues for fiscal year 2009 were $346,530 compared to revenues of $703,990 for the year ended December 31, 2008. ~~MARKET~~This ~~FOR~~50% ~~THE~~decrease ~~REGISTRANT'S~~in ~~COMMON~~sales ~~STOCK~~was ~~AND~~due ~~RELATED~~primarily to ~~STOCKHOLDER~~reduced ~~MATTERS~~sales to new customers in Nigeria and India.

~~Our~~Cost ~~common~~of ~~stock~~sales isdecreased ~~listed~~from ~~and~~$453,420 ~~traded~~in 2008 onto ~~the~~$122,998 ~~NASDAQ~~in ~~Electronic~~2009 ~~Bulletin~~due ~~Board~~primarily ~~(OTCBB)~~to ~~under~~significantly ~~the~~reduced ~~symbol "TOTG"~~sales. ~~The~~ ~~following~~Despite ~~chart~~reduced ~~sets~~sales ~~forth~~we ~~the~~experienced ~~known~~higher ~~high~~gross ~~and~~margins such ~~low~~that ~~price~~gross onprofit aonly ~~bid~~decreased ~~basis~~by ~~for~~11% ~~our~~to ~~stock~~$223,532 for ~~each~~2009 ~~quarter~~compared ~~during~~to ~~the last two fiscal years. The quotations set forth below reflect inter-dealer prices~~$250,570 ~~without~~in ~~retail mark-up, mark-down or commissions and may not represent actual transactions~~2008.

Year Ended December 31, 2008	Low	High
Fourth Quarter	$ 0.001	$0.01
Third Quarter	0.015	0.03
Second Quarter	0.011	0.03
First Quarter	0.02	0.03
Year Ended December 31, 2007	Low	High
Fourth Quarter	$ .02	$ .07
Third Quarter	.07	.09
Second Quarter	.09	.12
First Quarter	.08	.18

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

AsOperating ofExpenses ~~April~~included ~~10,~~the ~~2009, there were approximately 2,500 holders of record of our Common Stock. This amount does not include shares held in street name.~~ following:

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

Weo ~~have~~2-Track ~~never~~incurred ~~paid~~research ~~any~~and ~~cash~~development ~~dividends~~expenses onof ~~our~~$364,032 ~~common~~for ~~stock. We~~fiscal ~~currently~~year ~~anticipate~~2009 ~~that~~for wesoftware ~~will~~and ~~retain~~enhancements ~~all~~related ~~future~~to ~~earnings~~Condor ~~for~~FMS, ~~use~~Starfish inand ~~our~~PRISMS™ ~~business~~products. ~~Consequently,~~ weResearch doand ~~not~~development ~~anticipate~~expenses ~~paying~~were ~~any~~$398,199 ~~cash dividends~~ in ~~the foreseeable future~~2008.

~~Securities~~o ~~Authorized~~2-Track incurred a one time expense for ~~Issuance~~impairment ~~under~~of ~~Equity~~intangible ~~Compensation~~assets ~~Plans~~of $31,480 in 2009.

We had a net loss of $695,408 for fiscal Onyear ~~January~~2009, 31or $0.01 per share, ~~2006~~compared to a net loss of $270,707 ~~the~~for ~~Board~~2008, ~~approved~~or ~~and~~$0.00 ~~stockholder's~~per ~~ratified~~share. anThe ~~Employee~~significant ~~Stock~~increase ~~Incentive~~in ~~Plan~~net loss ~~and~~compared to 2008 was primarily due to a ~~Non-Employee~~$455,805 ~~Directors~~gain ~~and~~from ~~Consultants~~forgiveness ~~Retainer~~of ~~Stock~~debt ~~Incentive~~by ~~Plan~~the chief executive officer during 2008.

No provision was made for income taxes ~~Page~~for -the 15years ended December 31, 2009 and 2008.

~~The~~Liquidity Employee Stock Incentive Plan is a qualified plan authorizing the issuance of up to 3,000,000 shares pursuant to the Plan. Awards would be in the form of incentive stock options or restricted stock awards and ~~will~~Capital beResources administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 102,000 options were granted to employees in 2006. The Non-Employee Directors and Consultants Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 3,000,000 shares pursuant to the Plan. Awards would be in the form of stock options or restricted stock awards and will be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten (10) years. 198,000 options were granted in 2006 and 500,000 shares were granted in 2007. No options were granted in 2008. Of the stock options issued pursuant to any equity compensation plan. No options were exercised in 2008.

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

~~During~~Capital the fiscal year ended December 31, 2008, 2-Track issued the following equity securities pursuant to exemption from registration under the Securities Act of 1933 (the "Securities Act") On January, 2008, 2-Track issued 39,947 shares of restricted common stock valued at $0.07 per share were issued to a director as compensation bonus . The issuance of stock was made without any public solicitation to one person and was acquired for investment purposes only. The individual had access to complete information about 2-Track and was deemed capable of evaluating the merits and risks of acquiring shares in 2-Track. The securities were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed to be "restricted securities" as defined in Rule 144 under the 1933 Act and bear a legend stating the restrictions on resale. During the fiscal year ended December 31, 2007, 2-Track issued the following equity securities pursuant to exemption from registration under the Securities Act. On December 31, 2007, the Company issued 200,000 shares of restricted common stock at $0.015 per share as an interest payment of $3,000 for the $28,000 loan from Tin Long Investment Company. The shares were issued to one entity with no public solicitation. Consequently, this issuance of securities was exempt from the registration requirements of the Securities Act under Regulation S thereof. These shares are deemed to be "restricted securities" as defined in Rule 144 under the Securities Act and bear a legend stating the restrictions on resale. On November 20, 2007, the Board of Directors of 2-Track issued 12,485,580 shares of its restricted common stock, par value $.001, to Nolboo & Co., in Korea in exchange for the cancellation of $624,279 of accounts payable that two subsidiaries of the Company owed to Nolboo & Co. The shares were issued to one entity with no public solicitation. Consequently, this issuance of securities was exempt from the registration requirements of the Securities Act Financing

~~Page~~During -2009 16we did not raise any outside capital from either loans to or capital investments in 2-Track.

~~under Regulation S thereof. These shares are deemed to be "restricted securities" as defined in Rule 144 under the Securities Act and bear a legend stating the restrictions on resale.~~ 12

OnAs ~~May 9, 2007, the Company sold 2,571,900 shares~~ of ~~restricted~~December ~~common stock at $0.07 per share for aggregate proceeds of $180~~31,~~033. The~~ ~~issuance~~2009 ofour ~~stock~~principal ~~was~~commitments include ~~made~~a ~~without~~lease ~~any public solicitation to 8 investors who acquired the shares~~ for ~~investment~~one ~~purposes~~year only. The individuals had access to complete information about 2-Track and were deemed capable of evaluating the merits and risks of this investment. The securities were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed to be "restricted securities" as defined in Rule 144 under the Securities Act and bear a legend stating the restrictions on resale. On May 7, 2007, the Company issued 5,542,287 shares of restricted common stock at $~~0.07~~975 per ~~share~~month ~~in satisfaction of $387,960 in liabilities due to the Company's President, Mike Jung. The issuance of the shares was made without any public solicitation and was acquired~~ for ~~investment~~our ~~purposes. Mr.~~branch ~~Jung~~office had access to complete information about the Company and was deemed capable of evaluating the merits and risks of this investment. The shares were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. These shares are deemed to be "restricted securities" as defined in ~~Rule~~New ~~144~~Jersey ~~under the Securities Act~~ and ~~the certificates bear a legend stating the restrictions on resale. On January 8~~$2, ~~2007, the Company issued 500,~~000 ~~shares of restricted common stock valued at $0.07~~ per ~~share~~month ~~to a new Director in consideration of his accepting a position on the Company's Board of Directors. The issuance of the shares was made without any public solicitation and were acquired~~ for ~~investment~~our ~~purposes. The~~liaison individual had access to complete information about the Company and was deemed capable of evaluating the merits and risks of this investment. The shares were issued pursuant to the private placement exemption provided by section 4(2) of the Securities Act. These shares are deemed to be "restricted securities" as defined office in ~~Rule 144 under the Securities Act and the certificate bears a legend stating the restrictions on resale~~Korea. ~~These shares vested on January 8, 2008.~~

~~ITEM~~We 7anticipate requiring a minimum of $1.4 million ~~MANAGEMENT'S~~in ~~DISCUSSION~~additional ~~AND~~working ~~ANALYSIS~~capital ORduring ~~PLAN~~the OFcurrent ~~OPERATION~~year to fund our business development and growth although management hopes to achieve a higher figure based on our price per share valuations. It is our intention to pursue equity and debt-based funding strategies through the issue of additional stock and/or long-term borrowing commensurate with a responsible level of debt service commitments.

Due to our limited cash flow, operating ~~For~~losses ~~more~~and ~~detailed~~limited ~~financial~~assets, ~~information~~it is unlikely that we could obtain financing through commercial or banking sources. Consequently, ~~please~~we are ~~refer~~dependent on continuous cash infusions from our major stockholders or other outside sources. If these investors were unwilling or unable to ~~the~~provide ~~audited~~necessary ~~December~~working 31capital to us, ~~2008~~we ~~Financial~~would ~~Statements~~probably ~~included~~not inbe ~~this~~able ~~Form~~to ~~10-K~~sustain our full range of operations. There is no current written agreement or contractual obligation, which would require any investors to fund our operations up to a certain amount or indeed continue to finance our operations at all.

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

~~This~~Critical ~~Form~~Accounting 10-K includes "forward-looking" statements about future financial results, future business changes and other events that haven't yet occurred. For example, statements like we "expect," we "anticipate" or we "believe" are forward-looking statements. Investors should be aware that actual results may differ materially from our expressed expectations because of risks Policies

~~Page~~The discussion and analysis of our financial conditions and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires managers to make estimates and disclosures on the date of the financial statements. On an on-going 17basis, management evaluates its estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the critical accounting policies set forth in Note 2 to the consolidated financial statements affect our more significant judgments and estimates in the preparation of our consolidated financial statements.

and uncertainties about the future. We do not undertake to update the information in this Form 10-K if any forward-looking statement later turns out to be inaccurate. Details about risks affecting various aspects of the Company's business are discussed throughout this Form 10-K and should be considered carefully. 13

~~Plan~~ITEM of8. ~~Operation~~FINANCIAL ~~for the Next Twelve Months~~STATEMENTS

~~Our~~INDEX ~~plan~~TO ofFINANCIAL operation during 2009 is set forth below. Our budget for fiscal 2009 is predicated on an aggregate cash requirement of $3.5 million of which $1.5million is expected to be met through operational revenues, with the balance of $2.0 million expected to be met from financing activities. The majority of these costs are short-term in nature and can be reduced substantially in the event that the business falls behind in either its core research and development program, or underperforms in its sales and marketing activities or finance raising. As a minimum we expect to raise $2. million during fiscal 2009 from debt/equity finance activities. If however such expectations are not met then in these circumstances its expenditure or payments for liabilities will be curtailed significantly from the figures outlined in the table below. STATEMENTS

CASH ALLOCATION BY ACTIVITY - BUDGET 2008	US Dollars (in 000)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
All Payroll	$ 1,000
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-2
All Overheads	$ 400
Consolidated Statements of Operations for the fiscal years ending December 31, 2009 and 2008		F-3
Net Changes in Working Capital	$ 1,500
Consolidated Statements of Cash Flows for the fiscal years ending December 31, 2009 and 2008		F-5
All Capital Expenditure	$ 500
Consolidated Statements of Stockholders’ Deficit for the fiscal years ending December 31, 2009 and 2008		F-4
All Finance Charges	$ 100
Notes to Consolidated Financial Statements		F-6 - F-13
GROSS ANTICIPATED CASH REQUIREMENT	$3,500
Less Gross Margin from Operations	$1,500
NET ANTICIPATED CASH REQUIREMENT	$2,000

~~Technical Roll-Out~~14

~~Barring~~Michael ~~unexpected~~T. ~~occurrences,~~Studer ~~management~~CPA ~~anticipates the following schedule of roll-outs for its family of products during 2009:~~ PC

~~Page~~18 -East 18Sunrise Highway, Suite 311

Condor FMS	ASP services	Mar 2009
Condor FMS	New Hardware	Nov 2009
Starfish FMS	LEO + GSM	Dec 2009
Starfish VMS	LEO (with Iridium)	Dec 2009
PRISMS™	Working prototypes	Nov 2009
DF Card	Personnel Accountable system	Apr 2009
Active RFID	Asset Tracking	Sep 2009

Freeport, NY 11520

~~Business~~Phone: ~~Development~~(516) 378-1000

~~The~~Fax: primary business development targets for 2009 will be the continued expansion of distributor networks and OEM partners for the Condor FMS vehicle fleet management solution, the iTrac personal tracking system and the Starfish vessel fleet management solution. Condor, which currently sells in the UK and Africa in a GPRS format, will be expended rapidly through the addition of LEO + GPRS as well as higher spec hardware for US market during the summer of 2009. Territorially there will be a strong emphasis on developing emerging markets in Africa, the Middle East, Asia, and India markets characterized by a strong security need and being underserved through lack of GIS mapping technology, poor wireless network infrastructure, or political risk. The arrival of the Starfish marks 2-Track's first satellite equipped product. Starfish is targeted principally at the leisure marine market in the USA (~~east coast initially with some Caribbean markets~~516), ~~the Mediterranean, and Australasia. This market is characterized by fast growing consumer expenditure on marine products, equipment and services, and 2~~546-~~Track~~6220 anticipates good support within the distribution and dealership communities once working models are available to demonstrate. PRISMS™ is expected to be demonstrated in a commercial environment towards the middle of the year with a major carrier partner, although beta versions of some of the key hardware may be ready for structured trials as early as the summer.

~~Results~~Email: ~~of Operations~~mts@studercpapc.com

~~Operating~~Report ~~Results~~of ~~for~~Independent ~~the~~Registered ~~Fiscal Year Ended December 31, 2007 and 2008.~~Public ~~Fiscal~~Accounting ~~year 2008 as used in this section refers to the 12 month period ended December 31, 2008.~~ Firm

~~Page~~To -the 19Board of Directors and Stockholders of

~~Consolidated~~2-Track ~~revenues for fiscal year 2008 were $703~~Global,~~990~~ ~~compared to revenues of $471,870 for the year ended December 31, 2007~~Inc. This increase was due primarily to sales to new customers in Nigeria and India. Cost of sales increased from $375,788 in 2007 to $453,420 in 2008 due primarily to increased sales. Due to the increased sales with better gross margin, gross profits increased to $250,570 for 2008 compared to $96,081 in 2007. Operating expenses decreased from $1,400,309 in 2007 to $969,303 in 2008. Operating Expenses included the following:

~~Operating~~I ~~expenses~~have ~~decreased~~audited bythe ~~$431,006~~accompanying ~~for~~consolidated balance ~~fiscal~~sheets ~~year~~of ~~2008~~2-Track asGlobal, ~~compared~~Inc. toand subsidiaries (the ~~same~~Company) ~~period~~as aof ~~year~~December ~~earlier~~31, ~~mainly~~2009 ~~due~~and to2008 aand ~~decrease~~the related consolidated statements of ~~$227~~operations,~~593~~ ofstockholders' ~~research~~deficiency, and ~~development~~cash ~~expenses~~flows ~~due~~for tothe ~~reduction~~years ofthen ~~employees~~ended. ~~Also,~~These ~~telephone~~financial ~~and~~statements ~~communication~~are ~~expenses~~the responsibility ~~were~~of ~~decreased~~the byCompany's ~~$21,245~~management. My responsibility is to express an opinion on these financial statements based on my audits.

~~2-Track~~I ~~incurred~~conducted ~~research~~my ~~and~~audits ~~development~~in ~~expenses~~accordance with the standards of ~~$398,199~~the ~~for~~Public ~~fiscal~~Company ~~year~~Accounting ~~2008~~Oversight ~~for~~Board ~~software~~(United States). Those standards require that I plan and ~~enhancements~~perform ~~related~~the audit to ~~FMS~~obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~Starfish~~on a test basis, evidence supporting the amounts and ~~PRISMS™~~disclosures ~~products~~in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

~~Professional~~In ~~fees~~my ~~decreased~~opinion, bythe ~~$66~~consolidated financial statements referred to above present fairly,~~720~~ ~~for~~in ~~fiscal~~all ~~year~~material ~~2008~~respects, the financial position of 2-Track Global, Inc. and subsidiaries as of ~~compared~~December to31, 2009 and 2008 and the ~~same~~results ~~period~~of atheir ~~year~~operations ~~earlier~~and ~~primarily~~their ~~due~~cash toflows ~~decrease~~for the years then ended in ~~consulting~~conformity ~~fees~~with accounting onprinciples ~~funding~~generally ~~services~~accepted in the United States.

~~Salary~~The ~~and~~accompanying ~~benefits~~consolidated ~~decreased~~financial bystatements referred ~~$50,993~~to ~~for~~above ~~fiscal~~have ~~year~~been ~~2008~~prepared assuming that the Company will continue as ~~compared~~a going concern. As discussed in Note 1 to the consolidated ~~same~~financial ~~period~~statements, athe ~~year~~Company's ~~earlier~~present ~~primarily~~financial ~~due~~situation raises substantial doubt about its ability to ~~decrease~~continue as ina ~~number~~going ofconcern. ~~employees~~Management's ~~and~~plans ~~replacement~~in ofregard ~~full~~to ~~time~~this ~~with~~matter ~~part~~are ~~time~~also ~~employees.~~described Anin ~~additional~~Note ~~$41,407~~1. ~~was~~The ~~saved~~consolidated byfinancial statements do not ~~paying~~include ~~compensation~~any ~~and~~adjustments ~~director~~that ~~fees~~might inresult ~~2008~~from the outcome of this uncertainty.

~~Travel~~/s/ ~~and~~Michael ~~entertainment~~T. ~~expenses~~Studer ~~decreased~~CPA ~~by $27,865 for fiscal year 2008 as compared to the same period a year earlier primarily due to a decrease in marketing and fund raising activities~~P. C.

~~2-Track~~Freeport, ~~incurred~~New ~~no financial consulting expenses for fiscal year 2008 for raising funds.~~ York

WeMay ~~had a net loss of $270~~17,~~707~~ for fiscal year 2008, or less than 1 cent loss per share, compared to a net loss of $1,315,277 for 2007, or $ 0.03 per share. The decrease in net loss was primarily due to the substantial increase in gross profit, decreases in selling, general and administrative expenses and $445,805 of gain from forgiveness of debt by chief executive officer during 2008. No provision was made for income taxes for the years ended December 31, 2008 and 2007. 2012

~~Liquidity and Capital Resources~~F-1

2-~~Track~~TRACK ~~has incurred operating losses during the last two fiscal years which has resulted in an accumulated deficit of $4~~GLOBAL,~~514,455~~ ~~as of the end of fiscal year 2008~~INC. At ~~December~~AND 31, 2008, we had cash of $2,900 and a negative net working capital of $2,054,345. Since the inception of its business in March 2002, 2-Track has been dependent on borrowed or invested funds in order to SUBSIDIARIES

~~Page~~Consolidated -Balance 20Sheets

~~finance~~(Expressed ~~its~~in ~~ongoing~~US ~~operations.~~ Dollars)

Capital Financing

	December 31, 2009			December 31, 2008
ASSETS

Current Assets
Cash and cash equivalents	$	213		$	2,900
Accounts receivable		7,648			29,385
Inventories		35,050			85,700
Prepaid expenses		1,872			-
Total Current Assets		44,783			117,985

Security deposits		19,242			-
Property and equipment, net of accumulated depreciation		11,592			10,710
Intangible Assets, net of accumulated amortization		-			28,023
Total Assets	$	75,617		$	156,718

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable and accrued expenses payable	$	1,569,833		$	1,454,487
Amounts due to related parties and former directors		1,071,739			586,343
Loans payable		177,133			131,500
Total Current Liabilities		2,818,705			2,172,330

Stockholders' Deficiency
Common stock, par value $0.001 per share; authorized 75,000,000 shares, issued and and outstanding 802,541 and 808,247 shares, respectively		803			808
Additional paid-in capital		2,443,455			2,440,986
Accumulated deficit		(5,209,863	)		(4,514,455	)
Accumulated other comprehensive income		22,517			57,049
Total Stockholders' Deficiency		(2,743,088	)		(2,015,612	)
Total Liabilities & Stockholders' Deficiency	$	75,617		$	156,718

OnSee ~~April~~notes 5, 2007 we received a loan of $28,000 from the Tin Long Investment Company. On December 31, 2007 we issued 200,000 shares of stock in satisfaction of $3,000 of accrued interest on this loan During 2007, 2-Track issued 2,571,900 shares of its restricted common stock to ~~raise~~consolidated ~~invested~~financial cash proceeds of $180,033 to fund its operating expenses and issued 18,227,867 shares of it common stock in lieu of cash to pay for an aggregate $1,047,443 of liabilities and services rendered to 2-Track. As of December 31, 2008 our principal commitments include a lease for one year at $975 per month for our branch office in New Jersey and $2,000 per month for our liaison office in Korea. We anticipate requiring a minimum of $2 million in additional working capital during the current year to fund our business development and growth although management hopes to achieve a higher figure based on our price per share valuations. It is our intention to pursue equity and debt-based funding strategies through the issue of additional stock and/or long-term borrowing commensurate with a responsible level of debt service commitments. Due to our limited cash flow, operating losses and limited assets, it is unlikely that we could obtain financing through commercial or banking sources. Consequently, we are dependent on continuous cash infusions from our major stockholders or other outside sources. If these investors were unwilling or unable to provide necessary working capital to us, we would probably not be able to sustain our full range of operations. There is no current written agreement or contractual obligation, which would require any investors to fund our operations up to a certain amount or indeed continue to finance our operations at all. Management of 2-Track believes that it will need to raise additional capital to continue to develop, promote and conduct its technology business. Such additional capital may be raised through public or private financing as well as borrowing from other sources. 2-Track may also issue its restricted common stock to various service providers in lieu of cash when acceptable to the service provider. Although 2-Track believes that its current investors will continue to fund 2-Track's expenses based upon their significant equity interest in 2-Track, there is no assurance that such investors will continue to invest in 2-Track. If adequate funds are not otherwise available, 2-Track would not be able to sustain its planned operations. statements

~~Critical Accounting Policies~~F-2

~~Page~~ 2-TRACK 21GLOBAL, INC. AND SUBSIDIARIES

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

~~Page~~(Expressed -in 22US Dollars)

ITEM 7. FINANCIAL STATEMENTS

	Year Ended December 31,
	2009			2008

Net sales	$	346,530		$	703,990
Cost of sales		122,998			453,420
Gross profit		223,532			250,570

Operating expenses:
Selling, general and administrative		506,976			558,994
Research and development		364,032			398,199
Depreciation of property and equipment		4,276			8,776
Amortization of intangible assets		4,176			3,424
Impairment of intangible assets		31,480			-
Total operating expenses		910,940			969,393
Loss from operations		(687,408	)		(718,823	)
Other income (expenses)
Interest income		-			213
Gain from forgiveness of debt by chief executive officer		-			455,805
Interest expense		(8,000	)		(7,902	)
Loss before income taxes		(695,408	)		(270,707	)
Income taxes		-			-
Net loss	$	(695,408	)	$	(270,707	)

Net loss per share - basic and diluted	$	(0.87	)	$	(0.34	)

Weighted average number of common shares used to compute net loss per share-basic and diluted		802,541			805,140

Comprehensive Income (Loss)
Net Loss	$	(695,408	)	$	(270,707	)
Foreign currency translation adjustment		(34,532	)		215,163
Comprehensive Income (Loss)	$	(729,940	)	$	(55,544	)

INDEX TO FINANCIAL STATEMENTS
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
Consolidated Balance Sheet		F-2
Consolidated Statement of Operations		F-3
Consolidated Statement of Cash Flows		F-4
Consolidated Statement of Stockholders' Equity		F-5
Notes to Financial Statements		F-6 - F-13

See notes to consolidated financial statements

~~Page~~ F- 233

~~Michael~~2-TRACK TGLOBAL, INC. ~~Studer~~AND ~~CPA PC~~SUBSIDIARIES

18Consolidated ~~East~~Statements ~~Sunrise~~of ~~Highway, Suite 311 Freeport, NY 11520 Phone: (516) 378-1000 Fax: (516) 546-6220 Email: mts@studercpapc.com~~Stockholders' Deficiency

~~REPORT~~For OFthe ~~INDEPENDENT~~Years ~~REGISTERED~~Ended ~~PUBLIC~~December ~~ACCOUNTING~~31, ~~FIRM~~2008 and 2009

~~To the Board of Directors and Stockholders of 2-Track Global, Inc. I have audited the accompanying consolidated balance sheets of 2-Track Global, Inc. and subsidiaries~~ (~~the~~Expressed Company) as of December 31, 2008 and 2007 and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in ~~accordance~~US ~~with the standards of the Public Company Accounting Oversight Board (United States~~Dollars). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 2-Track Global, Inc. and subsidiaries as of December 31, 2008 and 2007 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's present financial situation raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

	Common Stock Shares⁽¹⁾			Common Stock Par Value			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Deficiency
Balance, December 31, 2007		804,819		$	805		$	2,426,727		$	(4,243,748	)	$	(158,114	)	$	(1,974,330	)
Issuance of common stock in satisfaction of liabilities		2,857			3			2,997			-			-			3,000
Issuance of common stock for services		571			-			2,796			-			-			2,796
Stock options expense		-			-			8,466			-			-			8,466
Net loss		-			-			-			(270,707	)		-			(270,707	)
Foreign currency translation adjustment		-			-			-			-			215,163			215,163
Balance, December 31, 2008		808,247			808			2,440,986			(4,514,455	)		57,049			(2,015,612	)
Reversal of issuance of common stock in satisfaction of liabilities		(5,714	)		(5	)		(5,995	)		-			-			(6,000	)
Adjustment		8			-			-			-			-			-
Stock options expense		-			-			8,464			-			-			8,464
Net loss		-			-			-			(695,408	)		-			(695,408	)
Foreign currency translation adjustment		-			-			-			-			(34,532	)		(34,532	)
Balance, December 31, 2009		802,541		$	803		$	2,443,455		$	(5,209,863	)	$	22,517		$	(2,743,088	)

~~Freeport,~~(1)Retroactively ~~New~~adjusted ~~York~~to reflect the ~~April~~October 1514, ~~2009~~ 2011 1-for-70 reverse stock split.

~~F-1~~See notes to consolidated financial statements

2F-~~TRACK GLOBAL INC. AND SUBSIDIARIES Consolidated Balance Sheets (Expressed in US Dollars)~~4

	December 31,2008	December 31,2007
ASSETS
Current Assets
Cash and cash equivalents	$ 2,900	$ 5,735
Accounts receivable	29,385	58,398
Inventories	85,700	25,762
Prepaid expense	-	5,861
TOTAL CURRENT ASSETS	117,985	95,756
Property and Equipment, net of accumulated depreciation of $22,316 and $16,164 respectively	10,710	19,486
Intangible Assets, net of accumulated amortization of $7,044 and $3,620, respectively	28,023	25,010
TOTAL ASSETS	$ 156,718	$ 140,252
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued expenses payable	$ 1,454,487	$ 1,256,214
Amounts due to related parties	586,343	730,368
Loans payable	131,500	128,000
Total Current Liabilities	2,172,330	2,114,582
Stockholders' Equity (Deficiency)
Common stock, par value $0.001 per share;
authorized:75,000,000 shares
issued and outstanding 56,337,333 and 35,077,513
shares, respectively	56,577	56,337
Additional paid-in capital	2,385,217	2,371,195
Retained earnings (deficit)	(4,514,455)	(4,243,748)
Accumulated other comprehensive income (loss)	57,049	(158,114)
Total Stockholders' Equity (Deficiency)	(2,015,612)	(1,974,330)
Total Liabilities and Stockholders' Equity	$156,718	$140,252

2-TRACK GLOBAL INC. AND SUBSIDIARIES

~~See~~Consolidated ~~notes~~Statements toof ~~consolidated~~Cash ~~financial statements.~~Flows

~~F-2~~(Expressed in US Dollars)

2-TRACK GLOBAL INC. AND SUBSIDIARIES Consolidated Statements of Operations (Expressed in US Dollars)

	Year Ended December 31,
	2009			2008
Cash Flows from Operating Activities:

Net loss	$	(695,408	)	$	(270,707	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of property and equipment		4,276			8,776
Amortization of intangible assets		4,176			3,424
Impairment of intangible assets		31,480			-
Gain from forgiveness of debt by chief executive officer		-			(455,805	)
Foreign currency translation adjustment		(34,532	)		215,163
Stock-based compensation		8,464			11,262
Changes in operating assets and liabilities
Accounts receivable		21,737			29,013
Inventories		50,650			(59,938	)
Prepaid expenses		(1,872	)		5,861
Security deposits		(19,242	)		-
Accounts payable and accrued expenses payable		109,346			201,273
Cash used in operating activities		(520,925	)		(311,678	)

Cash Flows from Investing Activities:

Property and equipment additions		(5,158	)		-
Intangible assets additions		(7,633	)		(6,437	)
Cash used in investing activities		(12,791	)		(6,437	)

Cash Flows from Financing Activities:

Proceeds from loans payable		45,633			3,500
Increase in amounts due to related parties and former directors		485,396			311,780
Cash provided by financing activities		531,029			315,280
Decrease in cash and cash equivalents		(2,687	)		(2,835	)

Cash and cash equivalents, beginning of year		2,900			5,735
Cash and cash equivalents, end of year	$	213		$	2,900

Supplemental disclosures of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

	Year Ended December 31,
	2008	2007
Net Sales	$ 703,990	$ 471,870
Cost of Sales	453,420	375,789
Gross Profit	250,570	96,081
Operating expenses:
Selling, general and administrative	558,994	716,428
Research and development	398,199	675,016
Depreciation of property and equipment	8,776	6,405
Amortization of intangible assets	3,424	2,460
Total operating expenses	969,393	1,400,309
Income(Loss) From Operations	(718,823)	(1,304,228)
Other Income(Expenses)
Interest income	213	376
Gain from forgiveness of debt by Chief executive officer	455,805	-
Interest expense	(7,902)	(10,189)
Income(Loss) before income taxes	(270,707)	(1,314,041)
Income taxes	-	(1,236)
Net lncome (Loss)	$ (270,707)	$(1,315,277)
Net loss per share - basic and diluted	$ (0.00)	$ (0.03)
Weighted average number of common shares
Used to compute net loss per share - basic and diluted	56,357,306	41,911,873

F-5

~~See~~2-TRACK ~~notes~~GLOBAL, ~~to consolidated financial statements~~INC. AND SUBSIDIARIES

~~F-3~~Notes to Consolidated Financial Statements

~~2-TRACK~~December ~~GLOBAL~~31, ~~INC. AND SUBIDIARIES Consolidated Statements of Cash Flows (Expressed in U.S.Dollars)~~2009

	Year EndedDecember 31,
	2008	2007
Cash Flows from Operating Activities
Net loss	$(270,707)	$(1,315,277)
Adjustments to reconcile net income(loss) to net cash Provided by (used for) operating activities
Depreciation of property and equipment	8,776	8,865
Amortization of intangible assetst	3,424	-
Gain from forgiveness of debt by chief executive officer	(455,805)	-
Foreign currency translation adjustment	215,163	(68,893)
Stock -based compensation	11,262	40,667
Changes in operating assets and liabilities
Accounts receivable	29,013	(11,073)
Inventories	(59,938)	18,168
Prepaid expenses	5,861	(5,861)
Accounts payable and accrued expenses payable	201,273	87,148
Net Cash provided by (used for) operating activities	(311,678)	(1,246,256)
Cash Flow from Investing Activities
Property and Equipment additions	-	(19,003)
Intangible assets additions	(6,437)	(2,811)
Net Cash provided by (used for) Investing Activities	(6,437)	(21,814)
Cash Flow from Financing Activities
Proceeds from sales of common stock	-	1,187,772
Proceeds from Loans Payable	3,500	28,000
Increase in amounts due to related parties	311,780	54,935
Net Cash provided by (used for) financing activities	315,280	1,270,707
Increase (decrease) in cash and equivalents	(2,835)	2,637
Cash and cash equivalents , beginning of period	5,735	3,098
Cash and cash equivalents , end of period	$2,900	$5,735
Supplemental disclosures of cash flow information:
Interest paid	-	$10,189
Income taxes paid	-	-

Note 1. ORGANIZATION AND BUSINESS OPERATIONS

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

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

~~2-TRACK~~The ~~GLOBAL,~~accompanying ~~INC.~~consolidated ~~AND~~financial statements ~~SUBSIDIARY~~include ~~Consolidated~~the ~~Statements~~accounts of ~~Stockholders'~~TOTG ~~Equity~~and ~~(Deficiency)~~its ~~Years~~wholly ~~Ended~~owned ~~December~~subsidiaries ~~31,~~Limited ~~2007~~ and ~~2008~~TTNY (~~Expressed~~collectively, Inthe U"Company").S. All ~~Dollars)~~inter-company accounts and transactions have been eliminated in consolidation.

	Common Stock Shares	Common Stock Par Value	Additional Paid-in Capital	Retained Earnings (Decifit)	AccumulatedOtherComprehensiveIncome (loss)	Total Stockholders' Equity
Balance, December 31, 2006	35,077,513	35,077	1,164,018	(2,928,471)	(89,221)	(1,818,597)
Sale of common stock	2,571,900	2,572	177,461	-	-	180,033
Issuance of common stock in satisfaction of liabilities	18,227,867	18,228	997,011	-	-	1,015,239
Issuance of common stock for services	460,053	460	31,744	-	-	32,204
Reversal of previous subscription	-	-	(7,500)	-	-	(7,500)
Stock options expense	-	-	8,461	-	-	8,461
Net loss	-	-	-	(1,315,277)	-	(1,315,277)
Foreign currency translation adjustment	-	-	-	-	(68,893)	(68,893)
Balance, December 31, 2007	56,337,333	56,337	2,371,195	(4,243,748)	(158,114)	(1,974,330)
Issuance of common stock in satisfaction of liabilities	200,000	200	2,800	-	-	3,000
Issuance of common stock for services	39,947	40	2,756	-	-	2,796
Stock options expense	-	-	8,466	-	-	8,466
Net loss	-	-	-	(270,707)	-	(270,707)
Foreign currency translation adjustment	-	-	-	-	215,163	215,163
Balance, December 31, 2008	56,577,280	56,577	2,385,217	(4,514,455)	57,049	(2,015,612)

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

~~See~~Going ~~notes to consolidated financial statements.~~Concern

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

~~2-TRACK~~Note ~~GLOBAL, INC~~2. SUMMARY ~~AND~~OF ~~SUBSIDIARIES~~SIGNIFICANT ~~Notes to Consolidated Financial Statements December 31, 2008~~ACCOUNTING POLICIES

~~Note~~Principles ~~1. ORGANIZATION~~of ~~AND BUSINESS OPERATIONS~~Consolidation

2-Track Global, Inc. ("TOTG") was incorporated in the state of Nevada on March 12, 2002 under the name ECP Ventures, Inc. From March 12, 2002 (inception) to November 30, 2004, TOTG pursued mineral exploration activities. Since November 30, 2004, TOTG has been a holding company. On November 30, 2004, TOTG acquired 2-Track Limited ("Limited"), a British corporation formed in October 2002, in exchange for 18,000,000 shares of TOTG's common stock (representing 60% of TOTG's issued and outstanding common stock after the exchange transaction). Until November 17, 2008, Limited sold computer applications primarily used by customers for vessel and vehicle fleet management. On November 17, 2008, the Company decided to liquidate Limited and transferred certain assets and operations to 2-Track U.S.A., Inc. ("TTNY"), another wholly owned subsidiary of TOTG, which was incorporated in the state of New York on January 4, 2007. TTNY sells devices and software applications primarily used by business customers for security purposes. The accompanying consolidated financial statements include the accounts of TOTG and its ~~wholly owned~~ subsidiaries Limited and TTNY (collectively, the "Company"). All inter -company accounts and transactions have been eliminated in consolidation. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has incurred losses of $4,514,455 since inception and has a working capital deficiency of $2,054,345 as at December 31, 2008. These factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern. Management is in the process of identifying sources for additional financing to fund the ongoing development of the Company's business.

~~Note~~Basis ~~2. SUMMARY~~of ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Presentation

~~Basis of Presentation~~ The accompanying consolidated financial ~~statements include the accounts of TOTG and its Subsidiaries Limited and TTNY (collectively, the "Company"). All inter company accounts and transactions have been eliminated in consolidation.~~ ~~Basis of Presentation The accompanying consolidated financial~~ statements of 2-Track Global, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (~~USGAAP~~US GAAP). ~~Certain items have been reclassified to conform to the current year presentation. Use of Estimates~~

F-6

~~2-TRACK~~Use ~~GLOBAL,~~of ~~INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2008~~Estimates

The preparation of financial statements in conformity with US ~~Generally~~GAAP ~~Accepted Accounting Principles~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash Cash represents funds on deposit with the Company's banks and cash on hand. Revenue Recognition The Company enters into agreements to sell products (hardware or software), services, and other arrangements that include combinations of products and services. Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenue is reduced for estimated product returns and distributor price protection, when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. When arrangements include multiple elements, the Company uses objective evidence of fair value to allocate revenue to the elements and recognize revenue when the criteria for revenue recognition have been met for each element. The amount of product revenue recognized is affected by judgments as to whether an arrangement includes multiple elements and if so, whether vendor-specific objective evidence of fair value exists for those elements. Changes to the elements in an arrangement and the ability to establish vendor-specific objective evidence for those elements could affect the timing of the revenue recognition. Most of these conditions are subjective and actual results could vary from the estimated outcome, requiring future adjustments to revenue. Research and Development Research and development costs are expensed as incurred. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statement at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

~~F-7~~Cash and Cash Equivalents

~~2-TRACK~~The ~~GLOBAL~~Company considers short-term, ~~INC.~~highly liquid ~~AND~~investments ~~SUBSIDIARIES~~purchased ~~Notes~~with toan ~~Consolidated~~original ~~Financial~~maturity ~~Statements~~of ~~December~~three ~~31,~~months ~~2008~~or less to be cash equivalents.

Compensated Absences Employees of the corporation are entitled to paid vacations, sick days and other time off depending on job classification, length of service and other factors. All liabilities have been recorded in the accompanying financial statements. Basic and Diluted Net Loss Per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Disclosure about Fair Value of Financial Instruments The Company estimates that the fair value of all financial instruments at December 31, 2008 as defined in FASB 107, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheets. The estimated fair value amounts have been determined by using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange. Comprehensive Income Except for foreign currency translation adjustments, the Company has no items that represent other comprehensive income. Long-lived Assets Long-lived assets are reviewed annually for impairment and whenever events or changes in circumstances indicate that the carrying amount of the asset in question may not be recoverable. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. Foreign Currency Translation Inventories

FInventories are stated at lower of cost (first-8in, first out method) or market. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, a provision is accrued for the difference with charges to cost of sales.

~~2-TRACK~~Property ~~GLOBAL,~~and ~~INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2008~~Equipment

~~The~~Property ~~functional currency of TOTG~~ and ~~TTNY~~equipment is the United States dollar. The functional currency of Limited is the United Kingdom pound sterling ("GBP"). The reporting currency of the Company is the United States dollar. Limited assets and liabilities are ~~translated~~stated ~~into United States dollars~~ at the year-end exchange rates ($ 1.4854 at December 31, 2008). Limited revenues and expenses are translated into United States dollars at weighted average exchange rates for the period ($ 1.7507 for the year ended December 31, 2008). Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders' equity. Stock-based Compensation In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 R, "Share Based Payment". SFAS 123R is a revision of SFAS No. 123, " Accounting for Stock-based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans". SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost is recognized over the period during which an employee is required to provide service in exchange for the ~~123R~~less ~~does~~accumulated ~~not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans"~~depreciation. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost is measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans , performance-based awards, share appreciation rights, and employee share purchase plans. Property and Equipment The Company depreciates its furniture, fixtures and equipment using the straight-line method over the assets' estimated useful lives.

~~F-9~~Intangible assets

~~2-TRACK~~Intangible ~~GLOBAL,~~assets ~~INC.~~are ~~AND~~stated ~~SUBSIDIARIES~~at ~~Notes~~cost toless accumulated ~~Consolidated~~amortization ~~Financial~~and ~~Statements~~impairment. To December 31, ~~2008~~2009, the intangible assets were amortized using the straight-line method over the assets’ estimated economic lives of 10 years.

~~over the assets' estimated useful lives. Intangible assets Intangible assets represent filing and other costs associated with patents relating to the Company's Positional Real~~Long-~~time~~lived ~~Integrity and Status Monitoring System ("PRISMS'). The patent costs are amortized using the estimated economic life of 10 years.~~ Assets

Long-lived assets are reviewed annually ~~Note~~for 3impairment and whenever events or changes in circumstances indicate that the carrying amount of the asset in question may not be recoverable. ~~PROPERTY~~ ~~AND~~The ~~EQUIPMENT,~~Company ~~NET~~measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted ~~Property~~future cash flows expected to result from the use of the assets and ~~equipment~~their ~~net~~eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, ~~consist~~the Company would recognize an impairment loss based on the fair value of: the assets.

	December 31,
	2008		2007
Furniture, Fixtures and Equipment	$	33,026	$	35,650
Accumulated depreciation		(22,316)		(16,164)
Net	$	10,710	$	19,486

Revenue Recognition

The Company enters into agreements to sell ~~Note~~products 4(hardware and software), services, and other arrangements that include combinations of products and services. ~~INTANGIBLE~~ ~~ASSET~~Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to ~~Property~~have occurred when title and ~~equipment~~risk ~~net~~of loss have transferred to the customer. Revenue is reduced for estimated product returns and distributor price protection, ~~consist~~when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. When arrangements include multiple elements, the Company uses objective evidence of: fair value to allocate revenue to the elements and recognize revenue when the criteria for revenue recognition have been met for each element. The amount of product revenue recognized is affected by judgments as to whether an arrangement includes multiple elements and if so, whether vendor-specific objective evidence of fair value exists for those elements. Changes to the elements in an arrangement and the ability to establish vendor-specific objective evidence for those elements could affect the timing of the revenue recognition. Most of these conditions are subjective and actual results could vary from the estimated outcome, requiring future adjustments to revenue.

	December 31,
	2008		2007
Patent costs relating to PRISMS	$	35,067	$	28,630
Accumulated amortization		(7,044)		(3,620)
Net	$	28,023	$	25,010

F-7

~~Estimated~~Research ~~patent amortization expense for each of the Company's five succeeding fiscal years ending December 31, 2009, 2010, 2011, 2012,~~ and ~~2013 is $3,507, $3,507, $3,507, and $3,507, respectively.~~ Development

~~Note~~Research ~~5. DUE~~and TOdevelopment ~~RELATED~~costs ~~PARTIES~~are ~~AND FORMER DIRECTOR~~expensed as incurred.

~~Amounts~~Income ~~due to related parties and former director consist of:~~ Taxes

~~F-10~~Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in Accounting Standards Codification (“ASC”) topic no. 740, “Income Taxes”. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

~~2-TRACK~~Basic ~~GLOBAL,~~and ~~INC.~~Diluted ~~AND~~Net ~~SUBSIDIARIES~~Loss ~~Notes~~Per ~~to Consolidated Financial Statements December 31, 2008~~Share

		December 31,		December 31,
		2008		2007
		(Unaudited)
Unpaid compensation
Chief executive officer	$	-	$	360,000
Consultant and former director		323,000		228,000
Director		24,000		24,000
Advances payable(non-interest bearing, due on demand
Chief executive officer		233,312		118,368
Consultant and former director		942		-
Director		5,089		-
Total	$	586,343	$	730,368

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

~~Total~~Disclosure ~~compensation~~about ~~costs~~Fair ~~paid~~Value ~~and~~of ~~accrued to related parties and former director ( and included in selling, general and administrative expenses) for the years ended December 31, 2008 and 2007 were $240,000 and $372,000, respectively.~~Financial Instruments

The Company estimates that the fair value ~~Note~~of 6all financial instruments at December 31, 2009 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheets. ~~LOANS~~ ~~PAYABLE~~The estimated fair value amounts have been determined by using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.

~~Loans~~Comprehensive ~~payable consist of:~~ Income

		December 31,		December 31,
		2008		2007
Due Octagon Investment, S.A., interest at 5%, installmanet commencing February 22, 2010, shares of common stock at a price of $.39 per	$	100,000	$	100,000
Due investor, intereset at 10.7%, due on demand		28,000		28,000
Due investor, intereset at 0%, due on demand		3,500		-
Total	$	131,500	$	128,000

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

~~Note~~Foreign ~~7. INCOME~~Currency ~~TAXES~~ Translation

The functional currency of TOTG and TTNY Nois ~~provision~~the ~~for~~United ~~income~~States ~~taxes~~dollar. ~~was~~The ~~recorded~~functional incurrency ~~the~~of ~~years~~Limited ~~ended~~is ~~December~~the ~~31,~~United ~~2008~~Kingdom ~~and~~pound ~~2007~~sterling ~~since~~("GBP"). ~~TOTG,~~The ~~TTNY~~reporting currency ~~and~~of ~~Limited~~the ~~had~~Company ~~taxable~~is ~~losses~~the inUnited ~~these~~States ~~periods~~dollar. ~~Based~~ onLimited ~~management's~~assets ~~assessment,~~and ~~the~~liabilities ~~Company~~are ~~has~~translated ~~not~~into ~~yet~~United ~~determined~~States itdollars toat year-end beexchange ~~more~~rates ~~likely~~($1.6170 ~~than~~and ~~not~~$ ~~that~~1.4854 aat ~~deferred~~December ~~tax~~31, ~~asset~~2009 ~~attributable~~and to2008, ~~the~~respectively). ~~future~~Limited ~~utilization~~revenues ofand ~~the~~expenses are translated into United States ~~and~~dollars ~~United~~at ~~Kingdom~~weighted ~~net~~average ~~operating~~exchange ~~loss~~rates ~~carryforwards~~for asthe ofperiod ($ 1.7507 for the year ended December 31, 2008 ~~will be realized~~). ~~Accordingly,~~Resulting translation ~~the~~adjustments ~~Company~~are ~~has~~recorded ~~provided~~as a ~~100%~~component ~~allowance~~of ~~against~~accumulated ~~the~~other ~~deferred tax~~comprehensive ~~asset~~income in(loss) ~~the~~ within stockholders' equity.

F-118

~~2-TRACK~~At ~~GLOBAL~~the date a foreign currency transaction is recognized, ~~INC~~each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. ~~AND~~The ~~SUBSIDIARIES~~increase ~~Notes~~or todecrease ~~Consolidated~~in ~~Financial~~expected functional ~~Statements~~currency ~~December~~cash 31flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, ~~2008~~recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.

~~financial~~Stock-based statements at December 31, 2008. The Company will continue to review this valuaton allowance and make adjustments as appropriate. The net operating loss carryforwards expire in varying amounts from year 2002 to 2028. Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Compensation

The Company accounts for stock-based compensation ~~Note~~in 8accordance with ASC topic no. ~~PENSION~~ ~~AND~~718, ~~EMPLOYMENT~~“Compensation ~~LIABILITIES~~– Stock Compensation”. ASC 718 requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost is expensed over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period).

~~The~~Note ~~Company does not have liabilities as at December 31, 2007, for pension, post-employment benefits or post-retirement benefits~~3. ~~The Company does not have a pension plan.~~ INVENTORIES

~~Note~~Inventories ~~9. STOCKHOLDERS'~~consist ~~EQUITY~~ of:

In January 2006, the Company adopted a stock incentive plan in order to provide an incentive to eligible employees, consultants, directors and officers of the Company. The Employee Stock Incentive Plan is a qualified plan authorizing the issuance of up to 3,000,000 shares pursuant to the Plan. Awards would be in the form of incentive stock options or restricted stock awards and will be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years. The Non-Employee Directors and Consultants Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 3,000,000 shares pursuant to the Plan. Awards would be in the form of stock options or restricted stock awards and will be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years. Common Stock Issuances On January 9, 2007, the Company issued 500,000 shares of common stock to Frank Snortheim for accepting a position as director of the Company. This stock grant, which vested on January 18, 2008, was valued at a total of $35,000 and was charged to operations ratably over the one year requisite service period. On May 7, 2007, the Company issued 5,542,287 shares of restricted common stock of the Company to Mike Jung, president, CEO and CFO, in exchange for the cancellation of $387,960 of loans made to the Company. On May 9, 2007 the Company completed a sale of 2,571,900 shares of restricted common stock to a group of investors in Denmark for a total of $180,033. The share price received from the various parties was $.07 per share.

	December 31,
	2009			2008
Triple combination cards	$	58,000		$	58,000
eUnit tags		27,700			27,700
iTrac 2 devices		13,200			-
iTrac 3 devices		16,400			-
Other		5,450			-
Subtotal		120,750			85,700
Less impairment allowances		(85,700	)		-
Net	$	35,050		$	85,700

~~F-12~~Effective December 31, 2009, management determined that the Triple combination cards and eUnit tags (which were specially designed for Lehman Brothers, which entered bankruptcy in September 2008) were not likely to be able to be sold to Lehman or any other customers. Accordingly, a $85,700 impairment charge was recorded (increasing cost of sales and decreasing inventories) in the three months ended December 31, 2009.

~~2-TRACK~~Note ~~GLOBAL, INC~~4. PROPERTY AND ~~SUBSIDIARIES Notes to Consolidated Financial Statements December 31~~EQUIPMENT, ~~2008~~NET

OnProperty ~~November 22, 2007, the Company issued 12,485,580 shares of restricted common stock of the Company to Nolboo & Co., a research~~ and ~~development company~~equipment, ~~in exchange for the cancellation of $624~~net,~~279~~ ofconsist ~~accounts payable to Nolboo & Co. On December 31, 2007, the Company issued 200,000 shares~~ of restricted common stock of the Company to Tin Long Investment Company as an interest payment of $3,000 on a loan of $28,000. Stock Options On March 34, 2006, the Company granted a total of 300,000 stock options to nine parties: 51,000 options to an officer, 51,000 options to a director, a total of 39,150 options to two employees, and a total of 158,850 options to five consultants. The exercise price of the options is $0.21 per share. The 102,000 stock options granted to the officer and director vest at a rate of 12.5% per year and expire March 24, 2014; the remaining 198,000 stock options vest at a rate of 20% per year and expire March 24, 2011. For the years ended December 31, 2008 and 2007, no options were exercised or forfeited and 300,000 stock options are outstanding at December 31, 2008, 104,700 of which are exercisable. The fair value of the stock options granted was estimated at $49,165 using a Black-Sholes option pricing model with the following assumptions: (1) risk-free interest rate- 4.7%, (2) expected dividend yield - 0%, (3) expected volatility-95%, and (4) expected term-8 years (for 102,000 stock options), 5 years for (198,000 stock options). This $49,165 compensation cost is being recognized over the requisite service period of the respective parties. For the years ended December 31, 2008 and 2007, stock options expense charged to operations was $8,461 and $8,461, respectively. At December 31, 2008, the unrecognized compensation expense was $25,889.

Note 10. BUSINESS CONCENTRATIONS

	December 31,
	2009			2008
Furniture, Fixtures and Equipment	$	38,184		$	33,026
Accumulated depreciation		(26,592	)		(22,316	)
Net	$	11,592		$	10,710

Three commercial customers combined accounted for approximately 96% and 58% of the consolidated net sales of the Company for the fiscal years ended December 31, 2008 and 2007, respectively. The concentration of sales with a small group of customers places the Company in an adverse position should any of these customers reduce their volume of sales orders with the Company F-9

~~F-13~~Note 5. INTANGIBLE ASSETS, NET

~~2-TRACK~~Intangible ~~GLOBAL~~assets, ~~INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31~~net, ~~2008~~consist of:

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

	December 31,
	2009			2008
Patent costs relating to the Positional Real time
Integrity and Status Monitoring System (“PRISMS”)	$	42,700		$	35,067
Accumulated amortization		(11,220	)		(7,044	)
Accumulated impairment		(31,480	)		-
Net	$	-		$	28,023

In 2009, management decided to discontinue ~~None~~the PRISMS project and effective December 31, 2009, a $31,480 impairment charge was recorded to write off the remaining unamortized patent costs.

~~ITEM~~Note 9A6. ACCOUNTS ~~(T)~~PAYABLE ~~CONTROLS~~ AND ~~PROCEDURES~~ACCRUED EXPENSES PAYABLE

~~Disclosure~~Accounts ~~Controls~~payable and ~~Procedures We~~accrued ~~have~~expenses adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 (e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")_) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.payable Asconsist ~~required by SEC Rule 15d-15(b) we carried out an evaluation, under the supervision and with the participation~~ of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act 15d-14 as of the end of the year covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC reports and to ensure that information required to be disclosed in our periodic SEC reports is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in our internal control over financial reporting. :

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

	December 31,
	2009		2008
Vendors and service providers:
2-Track Global, Inc.	$	82,496	$	309,651
2-Track U.S.A., Inc. Korea office		370,000		191,617
2-Track U.S.A., Inc. other		795,616		448,835
2-Track Limited		302,447		274,453
Accrued interest payable		19,274		14,274
Customer deposits		-		196,566
Deferred revenue		-		19,090
Total	$	1,569,833	$	1,454,487

~~(i) require~~The ~~the~~Company ~~maintenance~~believes ~~of records~~ that, inthe ~~reasonable~~liabilities relating ~~detail,~~to ~~accurately~~2-Track ~~and~~Limited ~~fairly~~were ~~reflect~~effectively ~~the~~discharged ~~transactions~~as ~~and~~a ~~dispositions~~result of ~~our~~its ~~assets; (ii) provide~~liquidation ~~reasonable~~on ~~assurance~~February ~~that~~17, ~~transactions~~2009. ~~are~~As ~~recorded~~statutory astime periods ~~necessary~~for toobjections ~~permit~~run, ~~preparation~~the ofCompany ~~financial~~will ~~statements~~reduce inthe ~~accordance~~respective ~~with~~liabilities ~~generally~~and ~~accepted~~ recognize other income.

~~Page~~At -December 2531, 2008, a customer deposit of $131,063 and deferred revenue of $19,090 related to sales orders from Lehman Brothers (which entered bankruptcy in September 2008). Effective December 31, 2009, management determined that the Company had fulfilled the terms of the orders and recognized revenues of $150,153 (and adjusted the $131,063 customer deposit and the $19,090 deferred revenue liabilities to $0).

~~accounting~~Note ~~principles~~7. AMOUNTS ~~and~~DUE ~~that~~TO ~~receipts~~RELATED ~~and expenditures of 2-Track Global are being made in accordance with authorizations of management and directors of 2-Track Global;~~PARTIES ~~(ii) provide~~AND ~~reasonable~~FORMER ~~assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of 2-Track Global's assets that could have a material effect on the financial statements.~~ DIRECTORS

~~Because~~Amounts ofdue ~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness~~ to ~~future~~related ~~periods~~parties are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management's assessment of the effectiveness of 2-Track Global's internal control over financial reporting as of the year ended December 31, 2008 is effective. We have not identified any, current material weaknesses considering the nature and ~~extent of our current operations and any risks or errors in financial reporting under current operations~~former ~~This~~directors ~~annual~~consist ~~report does not include an attestation report~~ of 2-Track Global's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by 2-Track Global's registered public accounting firm pursuant to temporary rules of the SEC that permit 2-Track Global to provide only management's report in this annual report. Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.. :

ITEM 9B. OTHER INFORMATION

	December 31,
	2009		2008
Unpaid compensation:
Chief executive officer	$	181,069	$	30,000
Consultant and former director		440,000		335,000
Former director		12,000		12,000

Advances payable (non-interest bearing, due on demand):
Chief executive officer		251,424		203,312
Consultant and former director		1,206		942
Former director		5,089		5,089
Brother of chief executive officer		180,951		-
Total	$	1,071,739	$	586,343

~~Subsequent to the year ended December 31, 2008, we liquidated and dissolved one of the Company's wholly~~F-~~owned subsidiaries 2-Track Limited and moved its assets and business operations to the Company's remaining wholly-owned subsidiary 2-Track USA, Inc. located in New York.~~ 10

~~Page~~Total -compensation 26costs accrued to related parties and former directors (and included in selling, general and administrative expenses) for the years ended December 31, 2009 and 2008 were $256,069 and $240,000, respectively.

~~PART~~Note ~~III~~8. LOANS PAYABLE

~~ITEM~~Loans ~~10.~~payable ~~DIRECTORS,~~consist ~~EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE~~of:

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

	December 31,
	2009		2008
Due Octagon Investments, S.A., interest at 5%, due on demand, convertible into shares of common stock at a price of $27.30 ($0.39 pre-split) per share	$	100,000	$	100,000
Due investor, interest at 10.7%, due on demand		28,000		28,000
Advances payable to Company’s technical director, interest at 0%, due on demand		46,148		-
Advance payable to service provider, interest at 0%, due on demand		2,985		3,500
Total	$	177,133	$	131,500

Name of Person	Age	Position and Office Presently Held With 2-Track	Director Since
Woo Sun Mike Jung	41	Chief Executive Officer, Chairman, President and Chief Financial Officer	11/30/04
Frank Snortheim (2)	51	Director	1/4/07

Note 9. INCOME TAXES

~~Woo~~No ~~Sun~~provision Mike Jung became a Director and President on November 30, 2004. On April 24, 2005 he also assumed the position of Chief Financial Officer. He is a Korean national and has been the managing director of 2-Track Limited since October 2002. He previously served as the Technical Director for ~~Tiger~~income ~~Telematics~~taxes ~~for hardware purchase from February 2002 to July 2002. He~~ was ~~the European representative for Techway Inc. from September 2000 to January 2002~~recorded ~~Frank~~in ~~Snortheim~~the ~~became~~years aended Director on January 4, 2007. Mr. Snortheim has been an investment director of InnFond P/S, Copenhagen, Denmark since 2003, with responsibility for identifying new investment opportunities, preparing business plans, identifying potential partners, coaching management teams and identifying new financing partners. Prior to this position, from December, ~~1999 to March~~31, ~~2003,~~2009 Mr. Snortheim was a vice president for Handelsbanken Capital Markets, a division of Svenska Handelsbanken AB, Sweden, Corporate Finance, Copenhagen, Denmark. Mr. Snortheim also spent two years working for Washington Equity Partners, Washington, D.C. where he was a director and ~~partner. Prior~~2008 tosince ~~his work with Washington Equity Partners~~TOTG, ~~Mr.~~TTNY ~~Snortheim worked with DSC Communications, Plano, Texas as director for strategic marketing. Mr. Snortheim has an executive education from INSEAD, Fontainebleau, France~~ and ~~MBA~~Limited ~~studies~~had ~~from~~taxable ~~Marquette~~losses ~~University Graduate School, MS~~ in ~~Economics~~these ~~with finance major from Copenhagen Business School and a BA in Business from Copenhagen Business School~~periods.

~~Page~~Based -on 27management's assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the United States net operating loss carry forwards as of December 31, 2009 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at December 31, 2009. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carry forwards expire in varying amounts from year 2022 to 2029.

~~The~~Current ~~current~~United ~~Directors~~States ~~will~~income ~~serve~~tax ~~and~~laws hold office until the next annual shareholders' meeting or until their respective successors have been duly elected and qualified. Our executive officers are appointed by the Board of Directors and serve at the discretion of the Boardlimit ~~Family Relationships There are no family relationships between any director and executive officer. Board Meetings and Actions The Board of Directors of~~ the ~~Company~~amount ~~held 1 meeting and acted by written consent on two occasions during the year ended December 31, 2008. Each director during the year 2008 participated in 75% or more~~ of ~~the~~loss ~~aggregate~~available ~~number of meetings of the Board held or action by written consent taken during the year 2008. Corporate Governance We do not currently have a standing Nominating Committee due~~ to ~~the~~be ~~fact~~offset ~~that~~against ~~the~~future ~~Board~~taxable ~~currently~~income ~~consists~~when ~~of one Director which makes having such~~ a ~~committee~~substantial ~~unnecessary~~change at this time. The Board does not currently have separately-designated Audit, Executive or Compensation Committees nor does the Board have a designated audit committee financial expert. The functions of these committees are performed by the Board of Directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of our common stock to file reports of ownership on Form 3 and changes in ownership ~~on Form 4 with the Securities and Exchange Commission (the "SEC")~~occurs. ~~Such~~ ~~executive officers~~Therefore, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of copies of such forms received by us, or on written representations from certain reporting persons that no other filings were required for such persons, we believe that, during the fiscal year ended December 31, 2008, our executive officers and directors and 10% stockholders complied with all applicable Section 16(a) filing requirements. We have adopted a Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer. We will provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the ~~request~~amount byavailable ~~e-mail at "www.2-TrackGlobal.com" or in writing by mail~~ to: ~~2-Track~~offset ~~Global,~~future ~~Inc.,~~taxable ~~1270~~income ~~Broadway~~may ~~#208,~~be ~~New York, NY 10001, Attn: Corporate Secretary~~ limited.

~~Page~~Note -10. PENSION 28AND EMPLOYMENT LIABILITIES

~~ITEM~~The 11Company does not have liabilities as at December 31, 2009 for pension, post-employment benefits or post-retirement benefits. ~~EXECUTIVE~~The ~~COMPENSATION~~Company does not have a pension plan.

~~The~~Note ~~following table sets forth the compensation of 2-Track's Principal Executive Officer during the last two most recently complete fiscal years~~11. No COMMON ~~other~~STOCK ~~officer or director received annual compensation in excess of $100,000 during the last completed fiscal year.~~

SUMMARY COMPENSATION TABLE
Name & Position	FiscalYear	Salary($)	Stock Awards($)	Option Awards($)	Non-EquityIncentive PlanCompensation($)	NonqualifiedDeferredCompensationEarnings($)	All Other Compensation($)	Total($)
Mike Jung(CEO)	2008	120,000(1)	-0-	-0-	-0-	-0-	-0-	120,000
	2007	120,000(1)	-0-	-0-	-0-	-0-	-0-	120,000

~~(1) Amount included $120,000 paid as compensation by 2~~F-~~Track Limited (a wholly owned subsidiary). $120,000 of this amount was accrued but not paid during 2007 or 2008.~~ 11

~~Employment~~The ~~Agreements There are no employment agreements with any officer or employee of 2~~Non-~~Track. Incentive~~Employee Directors and ~~Stock Option Plans~~Consultants ~~The~~Retainer ~~2-Track 2006 Employee~~ Stock Incentive Plan ~~was~~is ~~adopted~~a bynon-qualified ~~our~~plan ~~Board~~authorizing ofthe ~~Directors~~issuance ~~and~~of ~~approved~~up byto ~~our~~42,858 ~~stockholders~~(3,000,000 onpre-split) ~~January~~shares ~~31,~~pursuant to ~~2006.~~the ~~This~~ Plan. ~~will~~Awards ~~allow~~are usin tothe ~~grant~~form of stock or options asor ~~compensation~~restricted tostock ~~officers~~awards and ~~employees. The~~are ~~Plan is authorized~~ to ~~grant~~be ~~stock~~administered orby ~~options~~a ofcompensation ~~up to 3~~committee or,~~000,000~~ ~~shares. Options~~in tothe ~~purchase~~absence ~~102,000 shares~~ of ~~2-Track~~such ~~common~~committee, ~~stock~~by ~~were~~the ~~granted~~Board ~~under~~of ~~this~~Directors. The Plan ~~during~~has ~~2006. No~~a ~~options~~term ~~were~~of ~~granted~~ten ~~during 2008~~years.

~~Page~~Stock -Options 29

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
		Option Awards					Stock Awards
Name(a)	Number ofSecuritiesUnderlyingUnexercisedOption(#)Exerisable(b)	Number ofSecuritiesUnderlyingUnexercisedOption(#)Unexercised(c)	EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)(d)	OptionExercisePrice($)(e)	OptionExpirationDate(f)	Number ofShares orUnits ofStockthatHaveNotVested(#)(g)	MarketValue of Shares or Units ofStockThatHaveNotVested($)(h)	EquityIncentive PlanAwards:Number ofUnearnedShares,Units orOtherRightsthat haveNotVested(#)(i)	EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units ofOtherRightsThatHave NotVested($)(j)
CEO	51,000	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
FrankSnortheim	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

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

Employee Pension, Profit Sharing or Other Retirement Plans We do not have a defined benefit pension plan or profit sharing or other retirement plan. Objectives and Philosophy of our Executive Compensation Program We do not have a standing compensation committee. Our Board of Directors as a whole makes the decisions as to employee benefit programs and officer and employee compensation. The primary objectives of our executive compensation programs are to:

	Year Ended December 31,
	2009		2008
Options outstanding, beginning of year		4,286		4,286
Granted		-		-
Exercised		-		-
Forfeited/expired		-		-
Options outstanding, end of year		4,286		4,286
Options exercisable, end of year		2,244		1,496

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

For ~~ensure~~the ~~that~~years ~~compensation~~ended isDecember ~~aligned~~31, ~~with~~2009 ~~our~~and 2008, ~~corporate~~stock ~~strategies~~options expense charged to operations was $8,464 and ~~business~~$8,466, ~~objectives;~~respectively. At December 31, 2009, the unrecognized compensation expense was $17,425.

Note ~~promote~~12. COMMITMENTS ~~the~~AND ~~achievement of key strategic and financial performance measures by linking long-term cash and equity incentives to the achievement of measurable corporate performance goals; and)~~CONTINGENCIES

Lease ~~align executives' incentives with the creation of stockholder value.~~Agreements

ToTTNY ~~achieve~~subleases ~~these~~its ~~objectives,~~New ~~our~~Jersey ~~Board~~office ofon a ~~Directors~~month ~~evaluates~~to ~~our~~month ~~executive~~basis ~~compensation~~pursuant ~~program~~to ~~with~~a ~~the~~sublease ~~objective~~which oforiginal ~~setting~~term ~~compensation~~was atfrom ~~levels~~February it20, ~~believes~~2009 ~~will allow us~~ to ~~attract~~February ~~and~~19, ~~retain qualified executives~~2010. WeThe ~~also~~monthly rent ~~generally~~is ~~provide a portion of our executive~~ $975.

~~Page~~TTNY -leases 30its Korea office under a two year agreement expiring December 29, 2011. The agreement provides for monthly rent of 1,500,000 South Korea Won ($1,281 at the December 31, 2009 exchange rate).

~~compensation~~Rent inexpense the form of stock options, which we believe helps us retain our executives and align their interest with those of our stockholders by allowing the executives to participate in our longer term success as reflected in asset growth and stock price appreciation. Components of our Executive Compensation Program At this time, the primary elements of our executive compensation program are base salaries and option grant incentive awards, although the Board of Directors has the authority to award cash bonuses, benefits and other forms of compensation as it sees fit. We do not have any formal or informal policy or target for ~~allocating compensation between short-term and long-term compensation, between cash and non-cash compensation or among~~ the ~~different~~year ~~forms~~ended of non-cash compensation. Instead, we have determined subjectively on a case-by-case basis the appropriate level and mix of the various compensation components. Similarly, we do not rely extensively on benchmarking against our competitors in making compensation relation decisions, although we may consider industry compensation trends as one of many factors in our determination of proper compensation.December ~~Base salaries Base salaries are used to recognize the experience~~31, ~~skills,~~2009 knowledge and responsibilities required of our named executive officers. Base salary, and other components of compensation, may be evaluated by our Board of Directors for adjustment based on an assessment of the individual's performance and compensation trends in our industry. In light of the level of the Company's performance during fiscal year 2008, and the significant efforts of the Company's sole executive officer during fiscal year 2008, the base salary for 2-Track's President was left unchanged for 2008. Equity Awards Our stock option award program is the primary vehicle for offering long-term incentives to our executives. Our equity awards to executives have typically been made in the form of shares or stock options issued from the 2-Track 2006 Employee Stock Incentive Plan. We believe that equity grants in the form of stock or options provide our executives with a direct link to our long-term performance$26, ~~create an ownership culture, and align the interests of our executives and our stockholders~~389. Due to the performance of 2-Track during 2008 no stock or stock options were granted to any officer of 2-Track during fiscal year 2008. Cash Bonuses Our Board of Directors has the discretion to award cash bonuses based on our financial performance and individual objectives. The corporate financial performance measures (revenues and profits) will be given the greatest weight in this bonus analysis. We have not yet granted any cash bonuses to any named executive officer nor have we yet developed any specific individual

~~Page~~Note -13. BUSINESS 31CONCENTRATIONS

~~objectives~~One ~~while~~customer we(Lehman ~~wait~~Brothers) ~~to attain revenue and profitability levels sufficient to undertake any such bonuses. No bonuses were granted during fiscal year 2008.~~accounted ~~Benefits~~for ~~and~~43% ~~Other~~of ~~Compensation Our~~consolidated ~~named~~net ~~executive~~sales ~~officers are permitted to participate~~ in ~~such health care, disability insurance, retirement and other employee benefit plans as may be in effect with~~ the ~~Company~~year ~~from~~ended ~~time~~December ~~to time to the extent the executive is eligible under the terms of those plans. As of the end of fiscal year 2008~~31, ~~we have not implemented any such employee benefit plans~~2009. ~~Compensation~~ ofAnother ~~Directors We~~customer ~~currently~~accounted ~~have a policy of paying $1,000 - $3,000 per month to our non-employee directors as compensation~~ for ~~their~~34% ~~services as members~~ of ~~the~~consolidated ~~Board~~net ~~of Directors.~~sales ~~Effective~~in ~~January 31, 2006, we adopted~~ the ~~2-Track~~year ~~Global,~~ended ~~Inc.'s~~December 2006 Non-Employee Directors and Consultants Retainer Stock Incentive Plan. This Plan will allow us to grant stock or options as compensation to non-employee directors and consultants. The Plan is authorized to grant stock or options of up to 331,~~000,000~~ ~~shares~~2009. Options to purchase 198,000 shares of 2-Track common stock were granted under this Plan during 2006. During 2007 Mr. Snortheim was granted 500,000 shares of common stock under this Non-Employee Director Plan upon his appointment to the Board of Directors. These shares vested in January, 2008 upon the first anniversary date from the date of issuance. No shares or options were granted from this Plan during 2008.

DIRECTOR COMPENSATIONDURING 2008
Name	FeesEarnedor Paidin Cash($)	StockAwards($)	OptionAwards($)	Non-EquityIncentive PlanCompensation($)	NonqualifiedDeferredCompensationEarnings($)	All OtherCompensation($)	Total($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Mike Jung							-0-
Frank Snortheim	-0-	-0-					-0-

Note 14. SUBSEQUENT EVENTS

~~Objectives~~Issuance ~~and Philosophy~~ of ~~our~~Common Director Compensation Program We do not have a standing compensation committee. Consequently, our Board of Directors as a whole makes the decisions as to director benefit programs and compensation. Directors who are Stock

~~Page~~On October 11, 2010, the Company issued 71,429 (5,000,000 pre-split) 32shares of its common stock to Curing Capital Inc. for investor relations services rendered.

~~full or part time employees of 2~~F-~~Track are not eligible for compensation or benefits as a director. The primary objectives of our director compensation program are to:~~ 12

Authorization ~~attract~~of ~~and~~Preferred ~~retain~~Stock ~~experienced~~ and ~~knowledgeable~~Reverse Stock ~~individuals to serve as directors;~~Split

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

Effective ~~allow~~October ~~directors~~14, to2011 ~~participate~~(see inNote ~~our~~1), ~~longer~~the Company ~~term~~effected ~~asset~~a ~~growth~~1-for-70 ~~and~~reverse stock ~~appreciation~~split.

Components of our Director Compensation Program At the present time, the primary elements of our director compensation program are a base monthly compensation for a director's services to the Company and stock or option awards. Monthly Payment At the present time we offer a monthly stipend of between $1,000 and $3,000 for services rendered by each nonF-employee member of the Board. The precise amount is determined by the Board based on various factors including the level of Board activity, the level of experience and recognition each member brings to the Board, the length of service of the member and such other factors as deemed relevant to such member's participation on the Board. Due to the relatively low level of Board activity during 2008, the Board determined not to pay any monthly stipend payment during 2008. Equity Awards Our stock and stock option award program is the primary vehicle for offering long-term compensation to Board members. Our current policy is to grant an initial stock award of 500,000 shares to each non-employee director upon joining the Board. The shares typically vest over a one-year period. We may grant additional shares of stock or options to non-employee Board members depending on various factors including the level of Board activity, the level of experience and recognition each member brings to the Board, the overall performance of the Company, and such other factors as deemed relevant to such member's participation on the Board. Due to the low level of Board activity and the Company's performance during fiscal year 2008, no additional stocks or stock options were awarded to any non-employee director in 2008. 13

~~Limitation~~ITEM of Liability and Indemnification Matters Our Articles of Incorporation provide that we will indemnify our officers and directors, employees and agents and former officers, directors, employees and agents unless their conduct is finally adjudged as involving intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action9. ~~This~~ ~~indemnification~~CHANGES ~~includes~~IN ~~expenses~~AND ~~(including~~DISAGREEMENTS ~~attorneys'~~WITH ~~fees),~~ACCOUNTANTS ~~judgments,~~ON ACCOUNTING ~~fines,~~AND ~~and~~FINANCIAL amounts paid in settlement actually and reasonably incurred by these individuals in connection with such action, suit, or proceeding, including any appeal thereof, subject to the qualifications contained in Nevada law as it now existsDISCLOSURE. ~~Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit, or proceeding~~

~~Page - 33~~None.

~~will~~ITEM be paid by us in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by us as authorized in the Articles of Incorporation9A. This indemnification will continue as to a person who has ceased to be a director, officer, employee or agent, and will benefit their heirs, executors, and administrators. These indemnification rights are not deemed exclusive of any other rights to which any such person may otherwise be entitled apart from the Articles of Incorporation. Nevada law generally provides that a corporation shall have the power to indemnify persons if they acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. In the event any such person is judged liable for negligence or misconduct, this indemnification will apply only if approved by the court in which the action was pending. Any other indemnification shall be made only after the determination by our Board of Directors (~~excluding any directors who were party to such action~~T), byCONTROLS ~~independent~~AND legal counsel in a written opinion, or by a majority vote of stockholders (excluding any stockholders who were parties to such action) to provide such indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of 2-Track pursuant to the foregoing provisions, or otherwise, 2-Track has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, enforceable. PROCEDURES

~~ITEM~~Disclosure ~~12.~~Controls ~~SSECURITY~~and ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Procedures

We have adopted and maintain disclosure ~~The~~controls ~~following~~and ~~table~~procedures ~~sets~~(as ~~forth~~such ~~the~~term ~~number~~is ofdefined ~~shares~~in ofRules 213a-~~Track's~~15 ~~Common~~(e) ~~Stock~~and ~~beneficially~~15d-15(e) ~~owned~~under asthe ofSecurities ~~April~~Exchange ~~10,~~Act ~~2009~~of by1934, as amended (ithe “Exchange Act”) ~~each~~that ~~executive~~are ~~officer~~designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and ~~director~~reported ofwithin ~~2-Track;~~the ~~(ii)~~time ~~all~~periods ~~executive~~required ~~officers~~under the SEC’s rules and ~~directors~~forms ofand ~~2-Track~~that asthe ainformation ~~group;~~is gathered and communicated to our management, including our Chief Executive Officer (~~iii~~Principal Executive Officer) ~~owners~~and ofChief ~~more~~Financial ~~than~~Officer 5%(Principal ofFinancial ~~2-Track's~~Officer), ~~Common~~as ~~Stock.~~appropriate, to allow for timely decisions regarding required disclosure.

Title of class	Name and Address ofBeneficial Owner	Position	Amount andNature ofBeneficialOwnership	Percent
	Officers and Directors
Common Stock	Mike Jung	Chairman,President andCFO	14,953,857 (1)	26.52%
Common Stock	Jin Young Shin1270 Broadway #208 New York, NY 10001	Secretary	2,160,000	3.83%
Common Stock	Frank Snortheim(2)	Director	500,000	.09%

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

~~Page~~Management’s -Annual 34Report on Internal Control Over Financial Reporting.

Title of class	Name and Address ofBeneficial Owner	Position	Amount andNature ofBeneficialOwnership	Percent
	All officers and directors as a group (3 individuals)		17,613,857	31.24%
	Shareholders owning 5% or more
	Nolboo & Co.501 Jinmi Paragon13 Yeouido-DongSeoul, South Korea150-870		12,485,580	22.15%

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

(1i) ~~Amount~~require ~~includes~~the ~~51,000~~maintenance ~~shares~~of ~~issuable~~records ~~under~~that, ~~stock~~in ~~options~~reasonable ~~exercisable within 60 days of April 10~~detail, ~~2009. (2)~~accurately ~~Mr.~~and ~~Snortheim~~fairly ~~resigned~~reflect asthe atransactions ~~Director~~and ~~effective~~dispositions ~~December~~of ~~31,~~our ~~2008.~~ assets;

~~Equity Compensation Plan Information Information in the table below is as of December 31, 2008.~~ 15

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and right	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	300,000	$0.21	5,700,000
Equity compensation plans not approved by security holders	N/A	_____	_______
Total	300,000	$0.21	5,700,000

(ii)

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

~~Changes~~(iii) ofprovide ~~Control~~reasonable assurance regarding prevention or timely detection of ~~Company There~~unauthorized ~~were~~acquisition, nouse, ~~current~~or ~~arrangements~~disposition ~~which~~of ~~may~~2-Track ~~result~~Global’s inassets that could have a ~~future~~material ~~change~~effect inon ~~control~~the offinancial ~~2-Track~~statements.

~~Page~~Because -of 35its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~ITEM~~Management’s 13assessment of the effectiveness of 2-Track Global’s internal control over financial reporting as of the year ended December 31, 2009 is that such control is effective. ~~CERTAIN~~We ~~RELATIONSHIPS~~have ~~AND~~not ~~RELATED~~identified ~~TRANSACTION~~any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

This annual report does not include an ~~The~~attestation ~~President~~report of 2-Track ~~made~~Global’s ~~loans~~registered topublic ~~the~~accounting ~~Company~~firm ~~aggregating~~regarding ~~$311,780~~internal ~~during~~control ~~2008~~over offinancial ~~which~~reporting. Management’s ~~$233,312~~report was ~~outstanding as~~not ofsubject ~~December~~to ~~31,~~attestation ~~2008.~~by ~~These~~2-Track ~~loans~~Global’s ~~bear~~registered nopublic ~~interest,~~accounting ~~are~~firm ~~unsecured~~pursuant ~~and~~to temporary ~~due~~rules onof ~~demand. In conjunction with~~ the ~~liquidation~~SEC ofthat permit 2-Track ~~Limited,~~Global ~~the~~to ~~President~~provide ofonly ~~2-Track~~management’s ~~forgave~~report ~~$455,805~~in ofthis ~~accrued~~annual ~~compensation~~report.

~~ITEM~~Changes ~~14.~~in ~~PRINCIPAL~~Internal ~~ACCOUNTANT~~Control ~~FEES~~Over ~~AND SERVICES~~Financial Reporting.

~~During~~There ~~2-Track's fiscal years ended December 31, 2007 and December 31, 2008, 2-Track~~ was ~~billed~~no ~~the~~change ~~following~~in ~~aggregate~~our ~~fees~~internal ~~by Michael T. Studer PCC ("Studer").~~control ~~Audit~~over ~~Fees. The~~financial ~~aggregate~~reporting ~~fees~~that ~~billed~~occurred byduring ~~Studer to 2-Track for professional services rendered for~~ the ~~audit of 2-Track's financial statements for the~~ last ~~two~~ fiscal ~~years,~~quarter ~~for~~ended ~~reviews~~December of31, ~~the~~2009 ~~financial~~that ~~statements~~has ~~included~~materially ~~in 2-Track's Forms 10-Q for the fiscal year~~affected, ~~and for services provided by Studer in connection with statutory~~ or is ~~regulatory~~reasonably ~~filings~~likely ~~for~~to ~~the~~materially ~~2008 fiscal year~~affect, ~~were~~our ~~$23,000~~internal ~~for~~control ~~the~~over ~~fiscal~~financial ~~year 2007 and $23,000_ for the fiscal year 2008~~reporting. ~~Audit Related Fees None Tax Fees None All Other Fees. None~~

~~All~~ITEM of the services performed by Studer during 2008 were pre-approved by 2-Track's Board of Directors, which concluded that the provision of the non-audit services described above were compatible with maintaining the accountant's independence9B. ~~Pre-Approved~~ ~~Policies~~OTHER and Procedures Prior to retaining Studer to provide services in any fiscal year, the Board of Directors first reviews and approves the accountant's fee proposal and engagement letter. In the fee proposal, each category of services (Audit, Audit Related, Tax and All Other) is broken down into subcategories that describe the nature of the services to be rendered, and the fees for such INFORMATION

~~Page~~In February, 2009, we liquidated and dissolved one of the Company’s wholly-owned 36subsidiaries 2-Track Limited and moved its assets and business operations to the Company’s remaining wholly-owned subsidiary 2-Track USA, Inc. located in New York.

~~services. 2-Track's~~On ~~pre-approval~~December ~~policy~~30, ~~provides~~2008 ~~that~~Mr. ~~the~~Snortheim ~~Board~~resigned as ofa ~~Directors~~Director ~~must~~of ~~specifically pre~~2-~~approve~~Track ~~any~~leaving ~~engagement~~Mr.Jung ofas ~~Studer for services outside~~ the ~~scope~~sole Director of ~~the fee proposal and engagement letter~~2-Track.

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

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~16

Exhibit 2.1	Plan and Agreement of Reorganization, dated November 30, 2004 between ECP Ventures, Inc., 2-Track Limited and certain stockholders of 2-Track Limited.
Exhibit 3.1(1)	Articles of Incorporation
Exhibit 3.2	Certificate of Amendment to Articles of Incorporation
Exhibit 3.3(1)	Bylaws
Exhibit 4.1(1)	Specimen Stock Certificate
Exhibit 4.2(1)	Promissory note to LCC Ventures Corp for $50,000
Exhibit 10.1.1	Termination of Option Agreement with Larry Sastad
Exhibit 10.2(2)	PRISMS™ technology development agreement with ChengHolin Technology dated December 5, 2005
Exhibit 10.2.1(2)	Modification of PRISMS™ technology development agreement with ChengHolin Technology dated December 13, 2005
Exhibit 10.3(2)	Agreement to develop, manufacture and supply "Starfish" products with Saracom
Exhibit 10.4(2)	Marketing and distribution agreement with Hansworth ME LLC
Exhibit 31.1*	Certification by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*	Certification by CFO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.1(1)	Subscription Agreement
(1) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed with the SEC on May 27, 2002
(2) Incorporated by reference to Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 filed with the SEC on April 21, 2006. * Included with this Form 10-K

PART III

~~Page~~ITEM -10. 37DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

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

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

Name of Person	Age	Position and Office Presently Held With 2-Track	Director Since

Woo Sun Mike Jung	42	Chief Executive Officer, Chairman, President and Chief Financial Officer	11/30/04

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

~~Date:~~The ~~April~~current ~~15,~~Director ~~2009 By /s/~~will ~~Woosun~~serve ~~Jung~~ and hold office until the next annual shareholders' meeting or until his respective successors have been duly elected and qualified. Our executive officers are appointed by the Board of Directors and serve at the discretion of the Board

~~Woosun~~Family ~~Jung~~ Relationships

~~President~~There are no family relationships between any director and ~~Chief~~executive ~~Executive~~ officer.

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

Signature	Title	Date
/s/ Woosun Jung
Woosun Jung	Chairman of the Board, Presidentand Chief Financial Officer(Principal Financial and Accounting Officer)	April 15, 20098

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

~~Page~~Corporate ~~- 38~~Governance

~~CERTIFICATION~~We ~~FOR~~do ~~ANNUAL~~not ~~REPORTS~~currently ONhave ~~FORM~~a 10standing Nominating Committee due to the fact that the Board currently consists of one Director which makes having such a committee unnecessary at this time. The Board does not currently have separately-Kdesignated Audit, Executive or Compensation Committees nor does the Board have a designated audit committee financial expert. The functions of these committees are performed by the Board of Directors.

~~I, Woosun Jung, certify that:~~ 17

~~1. I~~Section ~~have~~16(a) ~~reviewed~~Beneficial ~~this~~Ownership ~~annual~~Reporting ~~report for the fiscal year ended December 31, 2008 on Form 10-K of 2-Track Global, Inc.;~~ Compliance

Section 16(a) of the Securities Exchange ~~2. Based~~Act onof my1934, ~~knowledge~~as amended, ~~this~~requires ~~report~~our ~~does~~executive ~~not~~officers ~~contain~~and ~~any~~directors, ~~untrue~~and ~~statement~~persons ofwho aown ~~material~~more ~~fact~~than or10% ~~omit~~of our common stock to file ~~state~~reports aof ~~material~~ownership ~~fact~~on ~~necessary~~Form to3 ~~make~~and changes in ownership on Form 4 with the ~~statements~~Securities ~~made~~and Exchange Commission (the "SEC"). Such executive officers, indirectors ~~light~~and 10% stockholders are also required by SEC rules to furnish us with copies of ~~the~~all ~~circumstances~~Section 16(a) ~~under~~forms ~~which~~they file. Based solely upon our review of copies of such ~~statements~~forms ~~were~~received ~~made~~by us, ~~not~~or ~~misleading~~on ~~with~~written ~~respect~~representations tofrom certain ~~the~~reporting ~~period~~persons ~~covered~~that byno ~~this~~other ~~report;~~filings were required for such persons, we believe that, during the fiscal year ended December 31, 2008, our executive officers and directors and 10% stockholders complied with all applicable Section 16(a) filing requirements.

~~3. Based~~We onhave myadopted ~~knowledge,~~a ~~the~~Code ~~financial~~of ~~statements,~~Ethics ~~and~~applicable to ~~other~~our ~~financial~~Chief ~~information~~Executive ~~included~~Officer inand ~~this~~Chief ~~report,~~Financial ~~fairly~~Officer. ~~present~~We inwill ~~all~~provide ~~material~~by ~~respects~~mail ~~the~~to ~~financial~~any ~~condition~~person without charge, ~~results~~upon ofrequest, a ~~operations~~copy ~~and~~of ~~cash~~such ~~flows~~code of ethics if we receive the ~~registrant~~request asby ofe-mail at “www.2-TrackGlobal.com” or in writing by mail to: 2-Track Global, ~~and~~Inc., ~~for~~1270 Broadway, ~~the~~#208, ~~periods~~New ~~presented~~York, inNY ~~this~~10001, ~~report;~~ Attn: Corporate Secretary.

4ITEM 11. ~~The~~ ~~registrant's~~EXECUTIVE other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15d-15f) for the registrant and have: COMPENSATION

~~a) Designed~~The ~~such~~following ~~disclosure~~table ~~controls~~sets ~~and~~forth ~~procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to~~ the ~~registrant,~~compensation of ~~including~~2-Track’s ~~its~~Principal ~~consolidated~~Executive ~~subsidiaries,~~Officer ~~is made known to us by others within those entities, particularly~~ during the ~~period~~last intwo ~~which~~most ~~this~~recently ~~report~~complete isfiscal ~~being~~years. ~~prepared; b) Designed~~No ~~such~~other ~~internal~~officer ~~control over financial reporting,~~ or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;director ~~c) Evaluated~~received ~~the~~annual ~~effectiveness~~compensation ~~of the registrant's disclosure controls and procedures and presented~~ in ~~this~~excess ~~report our conclusions about the effectiveness~~ of ~~the disclosure controls and procedures~~$100,000 as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the ~~registrant's~~last ~~most~~completed ~~recent~~ fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and; year.

~~5. The~~SUMMARY ~~registrant's~~COMPENSATION ~~other certifying officer and I have disclosed, based on our most recent~~ TABLE

EXHIBIT 31.1

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

~~evaluation~~(1) ofAmount ~~internal~~was ~~control~~accrued ~~over~~but ~~financial~~not ~~reporting,~~paid. ~~to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):~~ .

~~a) All~~Employment significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Agreements

There are no employment agreements with ~~Date:~~any ~~April 15 ,2009~~officer or employee of 2-Track.

/s/ Woosun Jung Woosun Jung, Chief Financial Officer 18

~~EXHIBIT~~Incentive ~~31.1~~and Stock Option Plans

~~CERTIFICATION~~The ~~FOR~~2-Track ~~ANNUAL~~2006 ~~REPORTS~~Employee ONStock ~~FORM~~Incentive Plan 10was adopted by our Board of Directors and approved by our stockholders on January 31, 2006. This Plan will allow us to grant stock or options as compensation to officers and employees. The Plan is authorized to grant stock or options of up to 42,858 (3,000,000 pre-Ksplit) shares. Options to purchase 1,457 (102,000 pre-split) shares of 2-Track common stock were granted under this Plan during 2006. No options were granted during 2009.

I,OUTSTANDING ~~Woosun~~EQUITY ~~Jung,~~AWARDS ~~certify~~AT ~~that:~~FISCAL 2009 YEAR-END

1. I have reviewed this annual report for the fiscal year ended December 31, 2008 on Form 10-K of 2-Track Global, Inc.;

Option Awards^(*)

Stock Awards^(*)

Name

Number of
Securities
Underlying
Unexercised
Option (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Option (#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price ($)

Option
Expiration
Date

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)

Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that have
Not
Vested
(#)

Equity
Incentive
Plan
Awards:
market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Mike Jung

274

456

-0-

14.70

3/24/14

-0-

~~2. Based~~ (*) onAmounts myretroactively ~~knowledge, this report does not contain any untrue statement of a material fact or omit~~ adjusted to ~~state~~reflect ~~a material fact necessary to make~~ the ~~statements~~October ~~made~~14, in2011 ~~light~~1-for-70 ofreverse ~~the~~stock ~~circumstances under which such statements were made, not misleading with respect to the period covered by this report;~~ split.

~~3. Based~~Employee ~~on my knowledge~~Pension, ~~the~~Profit ~~financial~~Sharing ~~statements,~~or ~~and~~Other ~~other~~Retirement financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; Plans

~~4. The~~We ~~registrant's~~do ~~other~~not ~~certifying~~have ~~officer~~a ~~and I are responsible for establishing and maintaining disclosure controls and procedures (as~~ defined inbenefit ~~Exchange~~pension plan ~~Act~~or ~~Rules~~profit ~~13a-14~~sharing ~~and~~or ~~15d-14)~~other ~~for~~retirement ~~the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15d-15f) for the registrant and have:~~ plan.

~~a) Designed~~Objectives ~~such disclosure controls~~ and ~~procedures,~~Philosophy or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our ~~conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and~~Executive ~~d) Disclosed~~Compensation in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and; Program

~~EXHIBIT~~We 31do not have a standing compensation committee.2 Our Board of Directors as a whole makes the decisions as to employee benefit programs and officer and employee compensation. The primary objectives of our executive compensation programs are to:

~~5. The~~· ~~registrant's~~attract, ~~other~~retain ~~certifying officer~~ and Imotivate ~~have~~skilled ~~disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors~~ and ~~the~~knowledgeable ~~audit committee of registrant's board of directors (or persons performing the equivalent function):~~ individuals;

~~a) All~~· ~~significant~~ensure ~~deficiencies~~that ~~and~~compensation ~~material~~is ~~weaknesses~~aligned inwith ~~the~~our ~~design~~corporate orstrategies ~~operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize~~ and ~~report~~business ~~financial information~~objectives; ~~and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.~~

~~Date: April 15 ,2009~~ 19

~~/s/~~· ~~Woosun~~promote ~~Jung~~the ~~; Woosun~~achievement ~~Jung, Chief~~of ~~Financial~~key ~~Officer~~strategic and financial performance measures by linking long-term cash and equity incentives to the achievement of measurable corporate performance goals; and

~~EXHIBIT~~· 31align executives’ incentives with the creation of stockholder value.2

To achieve these objectives, our Board ~~CERTIFICATION~~of ~~PURSUANT~~Directors TOevaluates our executive compensation program with the objective of setting compensation at levels it believes will 18allow Uus to attract and retain qualified executives.~~S.C.~~ ~~Section~~We ~~1350, AS~~also ~~ADOPTED~~generally ~~PURSUANT~~provide TOa portion of our executive compensation in the form ~~SECTION~~of ~~906~~stock OFoptions, ~~THE~~which ~~SARBANES-OXLEY~~we ~~ACT~~believe OFhelps ~~2002~~us retain our executives and align their interest with those of our stockholders by allowing the executives to participate in our longer term success as reflected in asset growth and stock price appreciation.

~~The~~Components ~~undersigned,~~of inour ~~his capacity as Chief~~ Executive Officer and Chief Financial Officer, respectively, of 2-Track Global, Inc. (the "Registrant"), hereby certifies, for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:Compensation Program

~~(1) the~~At ~~Annual Report of the Registrant on Form 10-K for the year ended December 31, 2008 (the "Report"), which accompanies~~ this ~~certification~~time, ~~fully complies with~~ the ~~requirements~~primary ofelements ~~Section 13(a) or 15(d)~~ of ~~the~~our executive ~~Securities~~compensation ~~Exchange~~program ~~Act~~are ofbase ~~1934;~~salaries and ~~(2) the~~ ~~information~~option ~~contained~~grant inincentive ~~the Report fairly presents~~awards, inalthough ~~all material respects,~~ the ~~financial~~Board ~~condition~~ of ~~the~~Directors ~~Registrant~~has at the ~~end~~authority to ofaward ~~such~~cash ~~year~~bonuses, benefits and ~~the~~other ~~results~~forms of ~~operations~~compensation ofas ~~the~~it ~~Registrant~~sees ~~for such year~~fit.

We do not have any formal or informal policy ~~Date:~~or ~~April 15~~ target for allocating compensation between short-term and long-term compensation,~~2009~~ between cash and non-cash compensation or 2among the different forms of non-~~TRACK~~cash ~~GLOBAL~~compensation. Instead, ~~INC~~we have determined subjectively on a case-by-case basis the appropriate level and mix of the various compensation components. Similarly, we do not rely extensively on benchmarking against our competitors in making compensation relation decisions, although we may consider industry compensation trends as one of many factors in our determination of proper compensation.

~~/s/~~Base Woosun Jung Woosun Jung, Chief Executive Officer and Chief Financial Officersalaries

~~EXHIBIT~~Base 32salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers. Base salary, and other components of compensation, may be evaluated by our Board of Directors for adjustment based on an assessment of the individual’s performance and compensation trends in our industry. In light of the level of the Company’s performance during fiscal year 2009, and the significant efforts of the Company’s sole executive officer during fiscal year 2009, it was deemed appropriate to increase the base salary for 2-Track’s President by 25% for 2009.

Equity Awards

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

Cash Bonuses

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

Benefits and Other Compensation

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

Compensation of Directors

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

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

DIRECTOR COMPENSATION
DURING 2009

Name
(a)

Fees
Earned
or Paid
in Cash
($)
(b)

Stock
Awards
($)
(c)

Option
Awards
($)
(d)

Non-Equity
Incentive Plan
Compensation
($)
(e)

Nonqualified
Deferred
Compensation
Earnings
($)
(f)

All Other
Compensation
($)
(g)

Total
($)
(h)

Mike Jung

-0-

Objectives and Philosophy of our Director Compensation Program

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

attract and retain experienced and knowledgeable individuals to serve as directors;

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

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

Components of our Director Compensation Program

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

Monthly Payment

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

Equity Awards

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

Limitation of Liability and Indemnification Matters

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

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

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

Title of Class

Name and Address of
Beneficial Owner

Position

Amount and
Nature of
Beneficial
Ownership

Percent

Officers and Directors

Common Stock

Mike Jung

Chairman, President and CFO

213,172

⁽¹⁾

26.56

Title of Class

Name and Address of
Beneficial Owner

Position

Amount and
Nature of
Beneficial
Ownership

Percent

All officers and directors as a group (1 individual)

213,172

⁽¹⁾

26.56

Shareholders owning 5% or more

Common Stock

Nolboo & Co.
501 Jinmi Paragon
13 Yeouido-Dong
Seoul, South Korea
150-870

178,366

⁽²⁾

22.22

(1)

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

(2)

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

Equity Compensation Plan Information

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

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

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

Changes of Control of Company

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

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

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

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit Fees.

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

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

Audit Related Fees

None

Tax Fees

None

All Other Fees.

None

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

Pre-Approved Policies and Procedures

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

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

* Included with this Form 10-K

SIGNATURES

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


		2-TRACK GLOBAL, INC.


Date: May 17, 2012	By:	/s/ Woosun Jung
		Woosun Jung
		President and Chief Executive

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

Signature	Title	Date


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

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