UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2012

¨[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

_______________ to _______________

Commission File Number ~~333~~ 000-~~89208~~50168

2-TRACK GLOBAL, INC.

(Exact name of small business issuer as specified in its charter)

NEVADA		41-2036671
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
716 Newman Springs Road, Ste.307 Lincroft, New Jersey		07738
(Address of Principal Executive Offices)		(Zip Code)
Issuer's telephone number:		(646) 450-6260

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ¨ No x

716 Newman Springs Road, Ste. 307

Lincroft, New Jersey

07738

(Address of Principal Executive Offices)

(Zip Code)

~~Indicate~~Issuer’s bytelephone ~~check~~number: mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (~~or for such shorter period that the registrant was required to submit and post such files~~646). 450-6260

~~Yes~~Indicate by ¨check Nomark xwhether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ]

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~and posted on its corporate Web site, if any, every Interactive ~~(as~~Data ~~defined~~File inrequired to be submitted and posted pursuant to Rule ~~12b-2~~405 of Regulation S-T during the ~~Exchange~~preceding ~~Act).~~12 ~~Yes~~months ¨(or Nofor xsuch shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company x[X]

The number of shares of the issuer’s common stock outstanding as of ~~August~~November 2930, 2012 was 874,500.

INDEX

PART I - FINANCIAL INFORMATION		32
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	164
ITEM 4.	CONTROLS AND PROCEDURES	197
PART II - OTHER INFORMATION		2210
ITEM 1A.	RISK FACTORS	22
ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	24
ITEM 1A.	RISK FACTORS	10
ITEM 5.	OTHER INFORMATION	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	12
ITEM 6.	EXHIBITS	24
ITEM 5.	OTHER INFORMATION	12
SIGNATURES		25
ITEM 6.	EXHIBITS	12
SIGNATURES		13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011 (Audited)	4
Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011 (Audited)	F-1
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six months ended June 30, 2012 and 2011 (Unaudited)	5
Consolidated Statements of Operations for the Three and Nine months ended September 30, 2012 and 2011 (Unaudited)	F-2
Consolidated Statements of Cash Flows for the Six months ended June 30, 2012 and 2011 (Unaudited)	6
Consolidated Statements of Cash Flows for the Nine months ended September 30, 2012 and 2011 (Unaudited)	F-3
Notes to Unaudited Consolidated Financial Statements	7F-4

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in US Dollars)

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	~~294~~178		$	170
Prepaid expenses		75			75
Total Current Assets		~~369~~253			245
Security deposits		-			-
Property and equipment, net of accumulated depreciation		1,952			2,318
Property and equipment, net of accumulated depreciation		2,074			2,318
Total Assets	$	2,205		$	2,563
Total Assets	$	2,443		$	2,563
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses payable	$	1,~~279~~226,~~427~~894		$	1,277,735
Amounts due to related parties and former directors		1,394,237			1,394,237
Loans payable		~~405~~339,~~805~~681			405,805
Total Current Liabilities		32,~~079~~960,~~469~~812			3,077,777
Stockholders' Deficiency
Stockholders’ Deficiency
Preferred stock, par value $0.001 per share; authorized
Preferred stock, par value $0.001 per share; authorized 5,000,000 shares, none issued		-			-
5,000,000 shares, none issued		-			-
Common stock, par value $0.001 per share; authorized 75,000,000 shares, issued and outstanding 874,500 and 874,500 shares, respectively		874			874
Common stock, par value $0.001 per share; authorized
Additional paid-in capital		2,597,476			2,480,312
75,000,000 shares, issued and outstanding 874,500 and
Accumulated deficit		(5,573,655	)		(5,573,098	)
874,500 shares, respectively		874			874
Additional paid-in capital		2,485,809			2,480,312
Accumulated deficit		(5,580,407	)		(5,573,098	)
Accumulated other comprehensive income		16,698			16,698
Total Stockholders' Deficiency		(3,077,026	)		(3,075,214	)
Total Stockholders’ Deficiency		(2,958,607	)		(3,075,214	)
Total Liabilities & Stockholders' Deficiency	$	2,443		$	2,563
Total Liabilities & Stockholders’ Deficiency	$	2,205		$	2,563

See notes to consolidated financial statements

4F-1

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in US Dollars)

(Unaudited)

	Three Months ended June 30,						Six Months ended June 30,
	Three Months ended September 30,						Nine Months ended September 30,
	2012			2011			2012			2011
Net sales	$	-		$	76,902		$	-		$	76,902
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Cost of sales		-			41,768			-			41,768
Net sales	$	-		$	-		$	-		$	76,902
Gross profit		-			35,134			-			35,134
Cost of sales		-			-			-			41,768
Gross profit		-			-			-			35,134
Operating expenses:
Selling, general and administrative		129			24,713			759			27,162
Selling, general and administrative, including legal and audit fees of $17,847 in both of the 2012 periods		17,976			20,793			18,735			37,321
Depreciation of property and equipment		122			-			~~244~~366			-
Total operating expenses		~~251~~18,098			2420,~~713~~793			119,~~003~~101			2737,~~162~~321
Loss from operations		(~~251~~18,098	)		10(20,~~421~~793	)		(119,~~003~~101	)		7(2,~~972~~187	)
Other income (expenses)
Gain from settlement of legal fees in connection with change in control		28,620			-			28,620
Interest income		-			-			-			-
Interest expense		(3,153	)		(3,153	)		(6,306	)		(6,306	)
Interest expense, including accretion of debt discount of $543, $0, $543, and $0, respectively		(3,771	)		(3,153	)		(10,077	)		(9,457	)
Income (loss) before income taxes		(36,~~404~~752	)		7(23,~~268~~946	)		(~~7,309~~557	)		1(11,~~666~~644	)
Income taxes		-			-			-			-
Net income (loss)	$	(36,~~404~~752	)	$	7(23,~~268~~946	)	$	(~~7,309~~557	)	$	1(11,~~666~~644	)
Net income (loss) per share - basic and diluted	$	(0.00	)	$	0.01		$	(0.01	)	$	0.00
Net loss per share - basic and diluted	$	0.01		$	(0.03	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares
Weighted average number of common shares used to compute net loss per share-basic and diluted		874,500			873,970			874,500			873,970
used to compute net loss per share-basic and diluted		874,500			873,970			874,500			873,970
Comprehensive Income (Loss)
Net income (loss)	$	(36,~~404~~752	)	$	7(23,~~268~~946	)	$	(~~7,309~~557	)	$	1(11,~~666~~644	)
Foreign currency translation adjustment		-			-			-			-
Compensive income (loss)	$	(3,404	)	$	7,268		$	(7,309	)	$	1,666
Comprehensive income (loss)	$	6,752		$	(23,946	)	$	(557	)	$	(11,644	)

See notes to consolidated financial statements

5F-2

2-TRACK GLOBAL INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,			June 30,
	September 30, 2012			September 30, 2011
Cash Flows from Operating Activities:	~~2012~~			~~2011~~
Net income (loss)	$	(~~7,309~~557	)	$	1(11,~~666~~644	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation of property and equipment		~~244~~366			-
Stock-based compensation		497			46,~~480~~348
Accretion of debt discount		543			-
Changes in operating assets and liabilities
Accounts payable and accrued expenses payable		6,692			6,306
Inventories		-			(3,510	)
Net cash provided by operating activities		124			12,452
Accounts payable and accrued expenses payable		(841	)		9,430
Cash Flows from Investing Activities:		-			-
Net cash provided by operating activities		8			624
Cash Flows from Financing Activities:		-			-
Cash Flows from Investing Activities:
Increase in cash and cash equivalents		124			12,452
Property and equipment additions		-			(2,440	)
Cash and cash equivalents, beginning of the period		170			58
Intangible assets additions		-			-
Cash and cash equivalents, end of the period	$	294		$	12,510
Net cash used in investing activities		-			(2,440	)
Cash Flows from Financing Activities:
Proceeds from loans payable		-			3,800
Net cash provided by financing activities		-			3,800
Increase in cash and cash equivalents		8			1,984
Cash and cash equivalents, beginning of period		170			58
Cash and cash equivalents, end of period		178			2,042
Supplemental disclosures of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Schedule of non-cash financing activitity:
Schedule of non-cash financing activity:
June 2012 and June 2011 payments of prior year accrued audit fees by Company stockholders on behalf of Company pursuant to Escrow Agreements executed for contemplated sale of their common stock	$	5,000		$	10,000
Payment of Company legal and audit fees by parties to stock purchase agreements	$	50,000		$	10,000
Debt discount of $100,000 Convertible 6% Subordinated Promissory Note issued to Pacific, Inc.	$	66,667		$	-

See notes to consolidated financial statements

6F-3

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

(Unaudited)

Note 1. ORGANIZATION AND BUSINESS OPERATIONS

2-Track Global, Inc. ("“TOTG"”) was ~~incorporated~~ 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 ("“Limited"”), a British corporation formed in October 2002, in exchange for 18,000,000 shares (257,143 pre-split shares) of TOTG'’s common stock (representing 60% of TOTG'’s issued and outstanding common stock after the exchange transaction). Until November 17, 2008, Limited sold computer applications primarily used by customers for vessel and vehicle fleet management. On November 17, 2008, the Company decided to liquidate Limited and transferred certain assets, liabilities, and operations to 2-Track U.S.A., Inc. ("“TTNY"”), another wholly owned subsidiary of TOTG, which was incorporated in the state of New York on January 4, 2007. TTNY sells devices and software applications primarily used by business customers for security purposes.

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

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

Going Concern

These financial statements have been prepared in in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which ~~assumes~~ assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has ~~incurred~~ incurred losses of $5,~~580~~573,~~407~~655 since inception and has a working capital deficiency of $ (32,~~079~~960,~~100~~560) as at ~~June~~September 30, 2012. These factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially ~~different~~ different from the carrying values as shown in these financial statements should the Company be unable to continue as a going concern. ~~Management~~ Management is in the process of identifying sources for additional financing to fund the ongoing development of the Company'’s business.

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2012

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The unaudited financial statements as of ~~June~~ September 30, 2012 and for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of ~~June~~September 30, 2012 and the results of operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and ~~six~~nine months period ended ~~June~~September 30, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2012. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2011 as included in our report on Form 10-K.

F-4

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Principles of Consolidation

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

Basis of Presentation

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

Use of Estimates

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

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2012

Cash and Cash Equivalents

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

Inventories

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

Property and Equipment

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

Long-lived Assets

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

Revenue Recognition

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

9F-5

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

(Unaudited)

Income Taxes

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

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per ~~share~~ share in accordance with ASC topic no. 260, "“Earnings per Share"”. ASC topic no. 260 requires presentation of both basic ~~and~~ 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~~ all financial instruments at ~~June~~September 30, 2012 does not differ materially from the aggregate carrying values of its financial ~~instruments~~ 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.

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2012

Comprehensive Income

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

Foreign Currency Translation

The functional currency of TOTG and TTNY is the United States dollar. The functional currency of Limited is the United Kingdom pound sterling ("“GBP"”). The reporting ~~currency~~ currency of the Company is the United States dollar. Limited assets and liabilities are translated into United States dollars at period-end exchange rates ($ 1.~~6013~~6164 and $1.5686 at ~~June~~September 30, 2012 and December 31, 2011, respectively). Limited revenues and expenses are translated into United States dollars at weighted average exchange rates for the period ($ 1.~~5759~~5863 and $1.~~6165~~6146 for the ~~six~~nine months ended ~~June~~ September 30, 2012 and 2011, respectively). Resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders'’ equity.

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

~~Stock~~F-~~based Compensation~~6

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

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

(Unaudited)

Stock-based Compensation

Note 3. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of:

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(Unaudited)			(Audited)
Furniture, Fixtures and Equipment	$	2,440		$	2,440
Accumulated depreciation		(~~366~~488	)		(122	)
Net	$	21,~~074~~952		$	2,318

Note 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES PAYABLE

Accounts payable and accrued expenses payable consist of:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
	(Unaudited)		(Audited)
Vendors and service providers:
2-Track Global, Inc.	$	7519,~~209~~435	$	80,209
2-Track U.S.A., Inc. Korea office (including Korea
2-Track U.S.A., Inc. Korea office (including Korea tax withheld of $59,703 and $59,703, respectively)		59,703		59,703
tax withheld of $59,703 and $59,703, respectively)		59,703		59,703
2-Track U.S.A., Inc. other		796,016		795,616
2-Track U.S.A., Inc. other		802,308		795,616
2-Track Limited		302,447		302,447
Accrued interest payable		3949,~~760~~293		39,760
Total	$	1,~~279~~226,~~427~~894	$	1,277,735

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

Note 5. AMOUNTS DUE TO RELATED PARTIES AND FORMER DIRECTORS

Amounts due to related parties and former directors consist of:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
	(Unaudited)		(Audited)
Unpaid compensation:
Chief executive officer	$	78,384	$	78,384
Former chief executive officer (November 30, 2004 to August 29, 2012) and current director	$	78,384	$	78,384
Consultant and former director		440,000		440,000
Former director		12,000		12,000
Advances payable (non-interest bearing, due on demand):
Chief executive officer		295,811		295,811
Consultant and former director		1,206		1,206
Former director		5,089		5,089
Brother of chief executive officer		561,747		561,747
Brother of former chief executive officer		561,747		561,747
Total	$	1,394,237	$	1,394,237

12F-7

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

(Unaudited)

Total compensation costs accrued to related parties and former directors (and included in research and development expenses) for the nine months ended September 30, 2012 and 2011 were $0 and $0, respectively.

Note 6. LOANS PAYABLE

Loans payable consist of:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
Due Octagon Investments, S.A., interest at 5%, due on
	(Unaudited)		(Audited)
demand, convertible into shares of common stock at a
Convertible Subordinated 6% Promissory Note due Pacific, Inc., interest at 6%, due September 30, 2013, convertible into shares of TOTG common stock at a conversion price per share equal to 60% of the average closing bid price per share for the ten trading days prior to the notice of conversion (but no less than $0.001 per share) – less unamortized debt discount of $66,124 at September 30, 2012	$	33,876	$	-
price of $0.39 per share	$	100,000	$	100,000
Due Octagon Investments, S.A., interest at 5%, due on demand, convertible into shares of common stock at a price of $0.39 per share		-		100,000
Due investor, interest at 10.7%, due on demand		28,000		28,000
Due to Company’s former technical director,
Due to Company’s technical directors, interest at 0%, due on demand		46,000		46,000
interest at 0%, due on demand		46,000		46,000
Advance payable to service provider, interest at 0%, due on demand		1,083		1,083
Due to an unrelated party, interest at 2%, due on demand		230,722		230,722
Total	$	~~405~~339,~~805~~681	$	405,805

As discussed in Note 10, Octagon Investment, S.A. assigned its $100,000 convertible note owed by TOTG to World Capital Market (“World”) on August 29, 2012, who subsequently assigned the $100,000 convertible note to Pacific, Inc. for no consideration on August 29, 2012. On September 27, 2012, the outstanding $100,000 convertible note was converted into a new $100,000 Convertible Subordinated 6% Promissory Note (the “New Note”). World Capital Market and Pacific, Inc. are controlled by the same individual.

The New Note bears interest at 6%, is due September 30, 2013, and is convertible into shares of TOTG common stock at a conversion price per share equal to 60% of the average closing bid price per share for the ten trading days prior to the notice of conversion (but no less than $0.001 per share). The Holder of the New Note is not entitled to convert an amount that would result in its beneficial ownership exceeding 4.99% of the outstanding shares of TOTG common stock. The conversion price is subject to adjustment in the event that TOTG changes the Common Stock into the same or a different number of securities of any class or classes by reclassification or otherwise. Following the occurrence and during the continuance of an Event of Default, interest on the New Note is to be automatically increased to a rate of 10%, which interest is payable in cash or Common Stock at the option of TOTG. If an Event of Default occurs and is continuing beyond any applicable grace period, the holder of the New Note may at its option require TOTG to make a Default Payment equal to 105% of the outstanding principal amount of the New Note, plus accrued but unpaid interest, all other fees then remaining unpaid, and all other amounts payable under the New Note.

The Company calculated $66,667 for the intrinsic value of the beneficial conversion feature of the New Note (based on the last trade price of $0.01 per share on December 12, 2011) and recorded the $66,667 beneficial conversion feature as a debt discount and as an addition to additional paid-in capital on September 27, 2012. The debt discount is being amortized to interest expense over the 368 days term of the New Note.

Note 7. INCOME TAXES

No provision for income taxes was recorded in the ~~six~~ nine months ended ~~June~~September 30, 2012 and 2011 since TOTG, TTNY and Limited had taxable losses in these periods. Based on management's assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the United States net operating loss carry forwards as of June 30, 2012 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at June 30, 2012. 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 2033.

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.F-8

Note 8. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at June 30, 2012 for pension, post-employment benefits or post-retirement benefits. The Company does not have a pension plan.

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

~~Note 9. COMMON STOCK~~ (Unaudited)

Based on management’s assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the United States net operating loss carry forwards as of September 30, 2012 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at September 30, 2012. 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 2033.

Note 8. PENSION AND EMPLOYMENT LIABILITIES

The Company does not have liabilities as at September 30, 2012 for pension, post-employment benefits or post-retirement benefits. The Company does not have a pension plan.

Note 9. COMMON STOCK, PREFERRED STOCK, AND STOCK OPTIONS

Common Stock

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

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

Preferred Stock

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

Stock Options

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

14The Non-Employee Directors and Consultants Retainer Stock Incentive Plan is a non-qualified plan authorizing the issuance of up to 42,857 (3,000,000 pre-split) shares pursuant to the Plan. Awards are in the form of stock options or restricted stock awards and are to be administered by a compensation committee or, in the absence of such committee, by the Board of Directors. The Plan has a term of ten years.

F-9

2-TRACK GLOBAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

~~June~~September 30, 2012

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

Stock option transactions under the 2006 ~~Plans for~~plans for the ~~three~~nine months ended ~~March~~September 3130, 2012 and for the year ended December 31, 2011 are summarized as follows:

	Six Months Ended June 30, 2012		Year Ended December 31, 2011
	Nine Months Ended September 30, 2012		Year Ended December 31, 2011
	(Unaudited)		(Audited)
Options outstanding, beginning of year		729		4,286
Granted		-		-
Exercised		-		-
Forfeited/expired		-		(3,557	)
Options outstanding, end of the period		729		729
Options exercisable, end of the period		729		729

The exercise price of the remaining 729 (51,000 pre-split) outstanding options at ~~June~~September 30, 2012, which expire March 24, 2014, is $14.70 per share ($0.21 pre-split per share). The aggregate intrinsic value of the outstanding options at ~~June~~September 30, 2012 and December 31, 2011 is $0 and $0, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2012 and the year ended December 31, 2011, stock options expense charged to operations was $497 and $2,240, respectively. At ~~June~~ September 30, 2012, the unrecognized compensation expense was $0.

Note 10. ~~SUBSEQUENT~~COMMITMENTS ~~EVENTS~~AND CONTINGENCIES

On March 29, 2012 the SEC initiated an ~~Administrative~~ Administrative Proceeding against six companies including 2-Track, seeking to deregister each company’s class of stock registered under Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”) due to the number of delinquent reports not filed by each company. After two Prehearing Conferences with the SEC, the second being held on July 16, 2012 at which time 2-Track was unable to bring all of its 1934 Act reports current, the SEC issued an Initial Decision dated July 24, 2012 revoking 2-Track’s common stock registration under Section 12 of the 1934 Act. The Initial Decision became final on August 15, 2012 and declared effective on September 7, 2012.

On August 12, 2012, World Capital Market (“Buyer”) and Woosun (Mike) Jung, TOTG’s chief executive officer, (“Jung”) and 10 other TOTG stockholders (“Other Sellers”, and with Jung collectively, the “Sellers”) entered into a Stock ~~Purcjase~~ Purchase Agreement (the “Agreement”). The Agreement ~~provides~~provided for the Sellers’ sale of a total of 519,281 shares of TOTG common stock, representing approximately 59% of the 874,500 issued and outstanding shares of TOTG common stock, to the Buyer for a total of $130,000 cash. The transaction closed on August 29, 2012 and the $130,000 iswas ~~to be~~ disbursed as follows: $35,000 to the Sellers, $10,000 to Octagon Investment S.A. for the Assignment of Indebtedness of $100,000 debt owed by the Company to Octagon (see Note 7) to Buyer, $30,000 to the Company’s law firm ~~(of which $5~~,~~000~~ ~~has already been paid),~~ $20,000 to the Company’s independent registered public accounting firm, ~~(of~~and ~~which~~ $535,000 ~~has~~was ~~already~~retained ~~been~~by ~~paid),~~the ~~and~~Buyer ~~$35,000~~ to pay other future transaction expenses designated by Buyer. ~~Closing~~To ofdate, the ~~Agreement is subject to satisfaction on or before August 15~~$35,000 ~~2012~~has ~~(as~~not ~~extended to~~been ~~August~~spent ~~29,~~by ~~2012) of certain conditions precedent to closing, including TOTG’s filing of certain periodic reports with~~ the ~~Securities and Exchange Commission~~Buyer.

15Note 11. GAIN ON SETTLEMENT OF LEGAL FEES IN CONNECTION WITH CHANGE IN CONTROL

~~ITEM~~Coincident 2.with ~~MANAGEMENT~~the change in control of the Company on August 29, 2012 (see Note 10), the Company’Ss ~~DISCUSSION~~attorney ~~AND~~agreed ~~ANALYSIS~~to ORaccept ~~PLAN~~$30,000 OF($5,000 ~~OPERATIONS~~received on August 1, 2012, $25,000 received on August 29, 2012) in satisfaction of the $58,620 accounts payable balance due him. Accordingly, the Company recognized a $28,620 gain from this one time non-recurring settlement in the three months ended September 30, 2012.

~~Caution~~Note ~~About~~12. ~~Forward-Looking~~SUBSEQUENT ~~Statements~~EVENT

~~This~~On ~~Form~~October ~~10-Q includes “forward-looking” statements about future financial results~~26, ~~future business changes and other events that have not yet occurred. For example~~2012, ~~statements~~ ~~like~~the ~~2-Track~~Company ~~“expects,”~~filed ~~“anticipates”~~a ~~or “believes” are forward-looking statements.~~ Form ~~Investors~~10 ~~should~~with bethe ~~aware~~Securities ~~that actual results may differ materially from 2-Track's expressed expectations because of risks~~ and ~~uncertainties~~ ~~about~~Exchange ~~the~~Commission ~~future. 2-Track does not undertake~~ to ~~update~~register ~~the~~our ~~information~~common instock ~~this~~pursuant ~~Form 10-Q if any forward-looking statement later turns out~~ to beSection ~~inaccurate. Details~~12(g) ~~about risks affecting various aspects~~ of ~~2-Track’s~~the ~~business~~1934 ~~are discussed throughout this Form 10-Q and should be considered carefully~~Act.

~~Plan of Operation for the Next Twelve Months~~F-10

~~2-Track~~ITEM ~~conducts its business primarily through its wholly-owned subsidiary~~ 2~~-Track U~~. MANAGEMENT’S~~.A.,~~ ~~Inc.~~DISCUSSION ~~("TTNY").~~AND ~~TTNY~~ANALYSIS isOR ~~now~~PLAN ~~the~~OF ~~primary operating entity of 2-Track. 2-Track also maintains a sales and research facility in New Jersey. 2-Track has been engaged in developing and marketing asset tracking and security technologies.~~ OPERATIONS

~~Business~~Caution ~~Operations~~About ~~Overview~~Forward-Looking Statements

~~Technical~~This ~~Roll~~Form 10-~~Out~~Q includes “forward-looking” statements about future financial results, future business changes and other events that have not yet occurred. For example, statements like 2-Track “expects,” “anticipates” or “believes” are forward-looking statements. Investors should be aware that actual results may differ materially from 2-Track’s expressed expectations because of risks and uncertainties about the future. 2-Track does not undertake to update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate. Details about risks affecting various aspects of 2-Track’s business are discussed throughout this Form 10-Q and should be considered carefully.

~~During~~Plan ~~the~~of ~~quarter~~Operation ~~ended~~for ~~June 30, 2012 2-Track continued to enhance its ASP services and adding new alerting features, reports and stabilizing~~ the ~~platform~~Next ~~for~~Twelve ~~use with larger scale applications.~~Months

In2-Track ~~addition~~conducts its business primarily through its wholly-owned subsidiary 2-Track U.S.A., weInc. ~~continue~~(“TTNY”). toTTNY ~~analyze~~is ~~new~~now the primary operating entity of 2-Track. 2-Track ~~software~~also ~~for~~maintains ~~upgrading~~a ~~our~~sales ~~capability~~and toresearch ~~support~~facility ~~new~~in ~~device~~New ~~types~~Jersey. 2-Track has been engaged in developing and marketing asset tracking and security technologies.

Business ~~Development~~Operations Overview

~~The~~Technical primary business development targets for 2012 will be the continued expansion of distributor networks and OEM partners for the Condor FMS vehicle fleet management solution. Condor, which currently sells in the UK, Africa, and the Middle East, in a GPRS format, has been expanded through the addition of LEO+GPRS as well as higher spec hardware for the US market.Roll-Out

~~Territorially~~During ~~2-Track~~the isquarter ~~placing~~ended aSeptember ~~strong~~30, 2012 ~~emphasis~~2-Track oncontinued ~~developing~~to ~~emerging~~enhance ~~markets~~its inASP ~~Africa,~~services ~~the Middle East,~~ and ~~India~~adding ~~markets~~new ~~which~~alerting ~~are~~features, ~~characterized~~reports ~~by a strong security need~~ and ~~poor~~stabilizing ~~wireless~~the ~~network~~platform ~~infrastructure~~for oruse ~~political~~with larger ~~risk.~~scale ~~We are also marketing higher spec products in the US~~applications.

16In addition, we continue to analyze new software for upgrading our capability to support new device types.

~~2-Track~~Business has now started to deal with two large corporate security firms as well as expanding to the retail market. 2-Track anticipates good support within the distribution and dealership communities. In October 2009, 2 Track appointed Niscayah as its US based distributor for corporate sector in the USA. During 2011, 2-Track appointed additional distributors in USA, Asia, Middle East, and Africa including the US distributor 2-Track Solutions LLC which is independently owned and operated.Development

~~Results~~The primary business development targets for 2012 will be the continued expansion of ~~Operation~~distributor networks and OEM partners for the Condor FMS vehicle fleet management solution. Condor, which currently sells in the UK, Africa, and the Middle East, in a GPRS format, has been expanded through the addition of LEO+GPRS as well as higher spec hardware for the US market.

~~Three~~Territorially 2-~~Month~~Track ~~Period~~is ~~Ended~~placing ~~June~~a 30strong emphasis on developing emerging markets in Africa, ~~2012~~the Middle East, and India markets which are characterized by a strong security need ~~versus~~and ~~2011~~poor wireless network infrastructure or political risk. We are also marketing higher spec products in the US.

During the quarter ended June 30, 2012, we had no revenues compared to $76,902 of revenue for the same quarter of 2011. The decreased revenue was attributable to the decreased sales in India and Nigeria where we had hoped to generate ongoing sales revenue. Cost of sales decreased to zero for the second quarter of 2012 compared to $41,768 for the second quarter of 2011. The decrease in cost of sales was commensurate with the lack of sales during the second quarter of 2012. Gross profit was zero in the second quarter of 2012 compared to $35,134 for the same quarter of 2011 reflecting the substantially higher sales revenue for the second quarter of 2011. Cost of sales as a percentage of sales decreased from 54% in 2011 to zero in the second quarter of 2012. The decrease in gross profit in the current quarter is due to the lack of any sales revenue or cost of sales compared to sales revenue in the second quarter of 2011.4

~~Operating~~2-Track ~~expenses~~has ~~decreased~~now ~~significantly~~started ~~from~~to ~~$24,713~~deal ~~for the~~with ~~quarter~~two ~~ended~~large corporate ~~June~~security ~~30,~~firms ~~2011~~as towell ~~$251~~as ~~for~~expanding to the ~~same~~retail ~~quarter in 2012~~market. ~~Operating~~2-Track ~~expenses~~anticipates ~~consisting~~good ofsupport ~~selling~~within ~~expenses incurred by~~ the ~~Company’s~~distribution ~~CEO~~and dealership ~~decreased~~communities. ~~significantly~~In ~~from~~October ~~$24~~2009,~~713~~ in2 ~~the~~Track ~~second~~appointed ~~quarter~~Niscayah ofas ~~2011~~its ~~down~~US tobased ~~$129~~distributor for ~~the~~corporate ~~same~~sector ~~quarter of~~in ~~2012 as~~ the ~~Company~~USA. During ~~sought~~2011, to2-Track ~~reduce~~appointed ~~expenditures~~additional ~~until~~distributors ~~revenues~~in ~~were~~USA, ~~realized.~~Asia, ~~The~~Middle ~~Company~~East, ~~incurred no research~~ and ~~development expenses~~Africa orincluding ~~professional and consulting fees due to~~ the ~~need~~US todistributor ~~curtail~~2-Track Solutions ~~such~~LLC ~~expenses~~which asis aindependently ~~result~~owned ofand ~~the Company’s financial condition~~operated.

WeResults ~~incurred a net loss~~ of $3,404 for the quarter ended June 30, 2012 compared to net income of $7,268 for the same quarter in 2011. The net loss in the second quarter of 2012 is a result of a lack of sales revenue during the current fiscal quarter.Operation

~~Six~~Three-Month Period Ended ~~June~~September 30, 2012 versus 2011

~~2-Track~~During ~~had no revenues for~~ the ~~six~~quarter ~~months~~ ended ~~June~~September 30, 2012 and ~~compared~~2011, towe ~~$76,902~~had ofno ~~revenue~~revenues. ~~realized~~The ~~for~~lack ~~the~~of ~~six~~revenue ~~months~~was ~~ended~~attributable ~~June~~to ~~30,~~the ~~2011~~absence of ~~which~~sales ~~80%~~in ofIndia ~~these~~and ~~2011~~Nigeria ~~revenues~~where we had hoped ~~came~~to ~~from~~generate ~~two~~ongoing ~~customers~~sales revenue. Cost of ~~goods~~sales ~~sold~~decreased ~~was~~to zero for the ~~first~~third ~~six~~quarter ~~months~~ of 2012 ~~compared~~and to2011. ~~$41,768~~The ofdecrease ~~cost~~in ~~of goods sold~~cost ~~for the same six month period~~ of ~~2011~~sales ~~which~~was is commensurate with the ~~absence~~lack of sales ~~revenue~~ during ~~2012. Cost~~the ofthird ~~goods~~quarters ~~sold as a percentage~~ of ~~sales~~2012 ~~decreased~~and ~~from~~2011. ~~54%~~Due ~~for~~to the ~~first~~lack ~~six months~~ of ~~2011~~sales torevenue ~~zero in~~ the Company ~~same~~had ~~period~~no ofgross ~~2012. Gross~~ profit ~~was zero for the first six months of 2012 compared~~ to ~~$35,134~~report for ~~the~~either ~~same period of 2011 reflecting~~ the ~~much~~third ~~higher sales revenue in the second~~ quarter of 2012 or 2011.

17Operating expenses were $20,793 for the quarter ended September 30, 2011 compared to $18,098 for the same quarter in 2012. Most of the operating expenses for both the third quarter of 2012 and 2011 related to legal and audit fees. The Company continues to seek to reduce expenditures until revenues are realized. The Company incurred no research and development expenses or professional and consulting fees due to the need to curtail such expenses as a result of the Company’s financial condition.

~~Operating~~We ~~expenses~~earned ~~decreased~~a ~~substantially to~~net income of $16,~~003~~752 for the ~~six months~~ quarter ended ~~June~~September 30, 2012 ~~from~~compared ~~$27,162 for the same period in 2011. The sharp decrease was due primarily~~ to ~~the~~ ~~decreased~~a ~~expenses~~net ~~relating~~loss to selling and administrative expenses as the Company sought to reduce overall operating expenses. The Company had no research and development costs or professional and consulting fees during the first six months of ~~2012~~$23,945 ~~and~~for ~~2011 reflecting~~ the ~~Company’s~~same ~~lack~~quarter ofin ~~operating capital~~2011. The ~~Company had a~~ net ~~loss~~income for ~~the six months ended June 30,~~ 2012 ~~of $7,309~~was ~~compared~~due to ~~net~~a ~~income~~gain from ofa $1one-time,~~666~~ ~~recorded~~non-recurring ~~for~~event from the ~~same~~settlement ~~period~~ of ~~2011~~legal ~~primarily~~fees ~~due to higher sales revenue during the first six months of 2011~~owed.

~~Off~~Nine-~~Balance~~Month ~~Sheet~~Period ~~Arrangements~~Ended September 30, 2012 versus 2011

~~During~~2-Track had no revenues for the ~~quarter~~nine months ended ~~June~~September 30, 2012 compared to $76,902 of revenue realized during the nine months ended September 30, 2011 of which 80% of ~~2-Track~~these ~~did~~2011 ~~not~~revenues ~~engage~~came infrom ~~any~~two ~~off-balance~~customers. ~~sheet~~Cost ~~arrangements~~of goods sold was zero for the first nine months of 2012 compared to $41,768 of cost of goods sold for the same nine month period of 2011 which is commensurate with the absence of sales revenue during 2012. Cost of goods sold as ~~defined~~a percentage of sales decreased from 54% for the first nine months of 2011 to zero in ~~Item~~the ~~303~~same ~~(a)~~period of 2012. Gross profit was zero for the ~~SEC’s~~first ~~Regulation~~nine ~~S-K~~months of 2012 compared to $35,134 for the same period of 2011 reflecting the much higher sales revenue for the nine months ended September 30, 2011.

~~Liquidity~~Operating expenses decreased substantially to $19,101 for the nine months ended September 30, 2012 from $37,321 for the same period in 2011. The sharp decrease was due primarily to the decreased expenses relating to selling and ~~Sources~~administrative expenses as the Company sought to reduce overall operating expenses. The Company had no research and development costs or professional and consulting fees during the first nine months of ~~Capital~~2012 and 2011 reflecting the Company’s lack of operating capital. The Company had a loss from operations of $19,101 for first nine months of 2012 compared to a $2,187 operating loss for the same period of 2011 due to sales revenue recorded in 2011. The Company had a net loss for the nine months ended September 30, 2012 of $557 compared to a net loss of $11,644 recorded for the same period of 2011 primarily due to a one-time, non-recurring gain realized on the settlement of legal fees of $28,620 in 2012 in connection with the change in Company control, offset by interest expense of $10,077 and no gross profit earned on sales in 2012 versus interest expense of $9,457 and $35,134 of gross profit earned in 2011.

~~2-Track has incurred operating losses since its inception, and, as of June 30, 2012, 2-Track had an accumulated deficit of $~~5,580,407. At June 30, 2012, 2-Track had cash and cash equivalents of $294 and a working capital deficit of $3,079,100. With this operating deficit, 2-Track will require additional debt or equity capital to cover its business plan and growth, and the repayment of debt obligations. During the second quarter of 2012, we did not raise any outside capital investments.

~~We hope to secure a minimum of $500,000 in additional working capital during fiscal year 2012 to fund our business development and growth. It is our intention to pursue other equity and debt~~Off-~~based~~Balance ~~funding~~Sheet ~~strategies through the issuance of additional stock and/or long-term borrowing commensurate with a responsible level of debt.~~ Arrangements

~~Due~~During tothe ~~our~~quarter ~~limited~~ended ~~cash~~September ~~flow and history of operating losses~~30, ~~it is unlikely that we could obtain financing through commercial or banking sources. Consequently~~2012, ~~we are~~ ~~dependent~~2-Track ondid ~~continuous~~not ~~cash~~engage ~~infusions~~in ~~from~~any ~~major~~off-balance ~~investors,~~sheet ~~debt~~arrangements ~~financing~~as ~~and~~defined ~~the exercise of outstanding options~~ in ~~order~~Item ~~to fund~~303 ~~our~~(a) ~~current operations. If these sources~~ of capital were unwilling or unable to provide additional working capital to us, we would probably not be able to sustain our full range of operations and could jeopardize our ability to continue operations. There is no written agreement or contractual obligation which would require our past funding sources to fund our future operations up to certain amounts or indeed continue to finance our operations at all. Although we believe that current and/or future investors will continue to fund our expenses, there is no assurance that such investors will continue to fund our ongoing operations or the ~~terms~~SEC’s ~~upon~~Regulation ~~which such investments will be made~~S-K.

18Liquidity and Sources of Capital

~~Critical~~2-Track ~~Accounting~~has ~~Policies~~incurred operating losses since its inception, and, as of September 30, 2012, 2-Track had an accumulated deficit of $5,573,655. At September 30, 2012, 2-Track had cash and cash equivalents of $178 and a working capital deficit of $2,958,607. With this operating deficit, 2-Track will require additional debt or equity capital to cover its business plan and growth, and the repayment of debt obligations. During the third quarter of 2012, we did not raise any outside capital investments.

~~Revenue~~We ~~Recognition~~hope to secure a minimum of $100,000 in additional working capital during the remainder of fiscal year 2012 to fund our business development and growth. It is our intention to pursue other equity and debt-based funding strategies through the issuance of additional stock and/or long-term borrowing commensurate with a responsible level of debt.

~~The~~Due ~~Company enters into agreements~~ to ~~sell products~~our ~~(hardware~~limited orcash ~~software),~~flow ~~services,~~ and ~~other~~history ~~arrangements that include combinations~~ of ~~products and services. Revenue from~~ ~~product~~operating ~~sales~~losses, ~~net~~it ~~of trade discounts and allowances,~~ is ~~recognized~~unlikely ~~provided~~ that ~~persuasive~~we ~~evidence~~could ofobtain anfinancing ~~arrangement~~through ~~exists, delivery~~commercial ~~has occurred, the price is fixed~~ or ~~determinable,~~banking ~~and collectability is reasonably assured~~sources. ~~Delivery~~Consequently, iswe ~~considered~~are todependent ~~have~~on ~~occurred~~continuous ~~when~~cash ~~title~~infusions ~~and~~from ~~risk~~major ofinvestors, ~~loss~~debt ~~have~~financing ~~transferred~~and to the ~~customer.~~exercise ~~Revenue~~of isoutstanding ~~reduced~~options ~~for~~in ~~estimated~~order ~~product~~to ~~returns~~fund ~~and~~our ~~distributor~~current ~~price protection, when appropriate~~operations. ~~For~~If ~~sales~~these ~~that~~sources ~~include~~of ~~customer-specified~~capital ~~acceptance~~were ~~criteria,~~unwilling ~~revenue is recognized after the acceptance criteria have been met. Revenue from services is deferred and recognized over the contractual period~~ or ~~as services~~unable ~~are~~to ~~rendered~~provide ~~and~~additional ~~accepted~~working bycapital ~~the~~to ~~customer. When arrangements include multiple elements~~us, we ~~use objective evidence of fair~~would ~~value~~probably tonot ~~allocate~~be ~~revenue~~able to ~~the~~sustain ~~elements~~our ~~and~~full ~~recognize~~range ~~revenue~~of ~~when~~operations ~~the~~and ~~criteria~~could ~~for~~jeopardize ~~revenue~~our ~~recognition~~ability ~~have~~to ~~been~~continue ~~met~~operations. ~~for~~There ~~each~~is ~~element.~~no ~~The~~written ~~amount~~agreement ofor ~~product~~contractual ~~revenue~~obligation ~~recognized~~which iswould ~~affected~~require by our ~~judgments~~past asfunding sources to ~~whether~~fund anour ~~arrangement~~future ~~includes~~operations ~~multiple~~up ~~elements~~to ~~and~~certain ifamounts ~~so,~~or ~~whether~~indeed ~~vendor-specific~~continue ~~objective~~to ~~evidence~~finance ofour ~~fair~~operations ~~value~~at ~~exists for those elements~~all. ~~Changes~~Although towe ~~the~~believe ~~elements~~that incurrent ~~an arrangement~~ and/or ~~the~~future ~~ability~~investors will continue to ~~establish~~fund ~~vendor-specific~~our ~~objective~~expenses, ~~evidence~~there ~~for~~is ~~those~~no ~~elements~~assurance ~~could~~that ~~affect~~such ~~the~~investors ~~timing~~will ofcontinue ~~the~~to ~~revenue~~fund ~~recognition. Most~~our ofongoing ~~these~~operations ~~conditions~~or ~~are subjective and actual results could vary from~~ the ~~estimated~~terms upon ~~outcome,~~which ~~requiring~~such ~~future~~investments ~~adjustments to~~will ~~revenue~~be made.

2-Track’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires managers to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements. On an on-going basis, 2-Track's accountants' evaluate the estimates, including, but not limited to, those related to revenue recognition. 2-Track uses authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. 6

~~2-Track~~Critical ~~has adopted the fair value based method of accounting prescribed in~~ Accounting ~~Standards Codification (“CAS”) 718, “Compensation – Stock Compensation” for its employee stock option plans.~~Policies

~~ITEM~~Revenue ~~4. CONTROLS AND PROCEDURES~~Recognition

~~Disclosure~~The ~~Controls~~Company enters into agreements to sell products (hardware or software), services, and ~~Procedures~~other arrangements that include combinations of products and services. Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenue is reduced for estimated product returns and distributor price protection, when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. When arrangements include multiple elements, we use 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 our 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.

We2-Track’s ~~have~~discussion ~~adopted~~ and ~~maintain~~analysis ~~disclosure~~of ~~controls~~its financial condition and ~~procedures~~results ~~(as~~of ~~such~~operations ~~term~~are isbased ~~defined~~upon inits ~~Rules~~consolidated ~~13a-15~~financial ~~(e)~~statements, ~~and~~which ~~15d-15(e)~~have ~~under~~been ~~the~~prepared in ~~Securities~~accordance ~~Exchange~~with ~~Act~~accounting ofprinciples ~~1934,~~generally ~~as amended~~accepted (in the ~~“Exchange~~United ~~Act”)~~States ~~that~~of ~~are~~America. ~~designed~~The topreparation ~~ensure~~of ~~that~~financial ~~information~~statements requires ~~required~~managers to bemake ~~disclosed~~estimates inand ~~our~~judgments ~~reports~~that ~~under~~ affect the ~~Exchange~~reported ~~Act,~~amounts isof ~~recorded,~~assets ~~processed~~and liabilities, ~~summarized~~revenues and ~~reported~~expenses and ~~within~~disclosures on the ~~time~~date ~~periods~~of ~~required~~the ~~under~~financial ~~the~~statements. ~~SEC~~On an on-going basis, 2-Track’s ~~rules and~~accountants’ ~~forms~~evaluate ~~and~~the estimates, ~~that~~including, ~~the~~but ~~information~~not islimited ~~gathered~~to, ~~and~~those ~~communicated~~related to ~~our~~revenue ~~management,~~recognition. ~~including~~2-Track ~~our~~uses ~~Chief~~authoritative ~~Executive~~pronouncements, ~~Officer (Principal~~historical ~~Executive~~experience ~~Officer)~~ and ~~Chief~~other ~~Financial~~assumptions ~~Officer~~as ~~(Principal~~the ~~Financial~~basis ~~Officer),~~for asmaking ~~appropriate,~~judgments. toActual ~~allow~~results ~~for~~could ~~timely~~differ ~~decisions~~from ~~regarding required~~those ~~disclosure~~estimates.

192-Track has adopted the fair value based method of accounting prescribed in Accounting Standards Codification (“CAS”) 718, “Compensation – Stock Compensation” for its employee stock option plans.

AsITEM 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 quarter covered by this report4. ~~Based~~CONTROLS ~~upon~~AND that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC reports and to ensure that information required to be disclosed in our periodic SEC reports is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in our internal control over financial reporting.PROCEDURES

~~Management’s~~Disclosure ~~Quarterly~~Controls ~~Report on~~and ~~Internal Control Over Financial Reporting.~~Procedures

~~Our~~We ~~management~~have isadopted ~~responsible~~and ~~for~~maintain ~~establishing~~disclosure controls and ~~maintaining~~procedures ~~adequate~~(as ~~internal~~such ~~control~~term ~~over~~is ~~financial reporting for 2-Track Global in accordance with and as~~ defined in Rules 13a-15 (fe) and 15d-15(fe) under the Securities Exchange Act. ~~Our~~of ~~internal~~1934, ~~control~~as ~~over~~amended (the ~~financial~~“Exchange ~~reporting~~Act”) isthat ~~intended~~are designed to ~~provide~~ensure ~~reasonable~~that information required to be disclosed in our reports under the ~~assurance~~Exchange ~~regarding~~Act, is recorded, processed, summarized and reported within the ~~reliability~~time ofperiods ~~financial~~required ~~reporting~~under the SEC’s rules and forms and that the ~~preparation~~information ofis ~~financial~~gathered ~~statements~~and ~~for~~communicated ~~external~~to ~~purposes~~our inmanagement, including our Chief Executive Officer (Principal ~~accordance~~Executive ~~with~~Officer) ~~generally~~and ~~accepted~~Chief ~~accounting~~Financial ~~principles~~Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

~~Our~~As ~~management~~required ~~periodically~~by ~~assesses~~SEC ~~the~~Rule 15d-15(b) we carried ~~effectiveness~~out ofan ~~2-Track's~~evaluation, ~~internal~~under ~~control~~the ~~over~~supervision ~~financial~~and ~~reporting.~~with ~~Based~~the onparticipation ~~this~~of ~~assessment~~management, including ~~testing~~our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our ~~management~~disclosure controls and procedures pursuant ~~determined~~to ~~that~~Exchange Act 15d-14 as of the end of the quarter ~~ended~~covered ~~March~~by ~~31,~~this ~~2012~~report. Based upon that evaluation, our ~~internal~~principal ~~controls~~executive officer ~~over~~and principal financial ~~reporting~~officer ~~were~~concluded ~~not~~that our disclosure controls and procedures are effective in timely alerting them ~~management~~ to material information relating to ~~2-Track~~us that is required to be included in ~~its~~our periodic SEC reports and to ensure that information required to be disclosed in ~~its~~our periodic SEC reports is accumulated and communicated to ~~its~~our management, including ~~2-Track’s~~our CEO/ and CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in ~~2-Track’s~~our internal control over financial ~~reporting. Management identified the following continuing material weaknesses~~ ~~in 2-Track’s financial~~ reporting ~~for its 2012 operations:~~.

1. Deficiencies in segregation of duties. The Company lacked adequate segregation of duties in our financial reporting process, as we have only one officer currently serving in all officer positions who is not a certified public accountant, yet is responsible for performing substantially all internal accounting and financial reporting functions as CFO.7

~~2. 2-Track Global utilizes an outside, part-time bookkeeper to prepare its financial statements which sometimes results in delayed financial reports and often significant revisions by 2-Track~~Management’s Quarterly ~~accounting~~Report ~~firm~~on toInternal ~~bring~~Control ~~such~~Over ~~financial~~Financial ~~reports up to SEC standards~~Reporting.

3.Our ~~Deficiencies~~management inis ~~2-Track’s~~responsible ~~written~~for establishing and maintaining adequate internal control over financial reporting ~~procedures.~~for We2-Track ~~have~~Global ~~insufficient~~in ~~written~~accordance ~~policies~~with and ~~procedures~~as defined in ~~place~~Rules 13a-15(f) ~~for~~and ~~accounting~~15d-15(f) ~~and~~under the Exchange Act. Our internal control over financial reporting ~~which~~is ~~resulted~~intended into ~~inconsistent~~provide ~~preparation~~reasonable assurance ~~and~~regarding ~~review~~the reliability of ~~account~~financial ~~reconciliations~~reporting and ~~analyses~~the onpreparation aof ~~timely~~financial ~~basis~~statements for external purposes in accordance with generally accepted accounting principles.

4Our management periodically assesses the effectiveness of 2-Track’s internal control over financial reporting. Based on this assessment, including testing, our management determined that as of the quarter ended September 30, 2012 our internal controls over financial reporting were effective in timely alerting management to material information relating to 2-Track ~~does~~that ~~not~~is ~~have~~required anto ~~Audit~~be ~~Committee~~included ~~which~~in ~~would~~its ~~normally~~periodic ~~independently~~SEC ~~monitor~~reports and ~~review~~to ensure that information required to be disclosed in its periodic SEC reports is accumulated and communicated to its management, including 2-Track’s CEO/CFO, to allow timely decisions regarding required disclosure as a result of any deficiency detected in 2-Track’s internal control over financial reporting ~~process~~. Management had the following material weaknesses in 2-Track’s financial reporting for its 2012 operations:

~~The~~1. ~~above~~Deficiencies ~~material~~in ~~weaknesses,~~segregation ~~along~~of ~~with a~~duties. ~~lack~~The ~~adequate~~Company ~~cash~~lacked ~~flow,~~adequate ~~has~~segregation ~~resulted~~of duties in ~~2-Track’s~~our ~~inability~~financial toreporting ~~record,~~ process, ~~summarize~~as ~~and~~it ~~file~~had ~~business~~only ~~and~~one ~~financial information~~officer ~~within~~serving ~~the~~in ~~time~~all ~~periods~~officer ~~specified~~positions inwho ~~the~~is ~~SEC’s~~not ~~rules~~a certified public accountant, yet was responsible for performing substantially all internal accounting and ~~forms~~financial reporting functions as CFO.

202. 2-Track Global utilizes an outside, part-time bookkeeper located in South Korea to prepare its financial statements which sometimes results in delayed financial reports and often significant revisions by 2-Track’s accounting firm to bring such financial reports up to SEC standards.

~~Changes~~3. Deficiencies in ~~Internal~~2-Track’s ~~Control~~written ~~Over~~financial ~~Financial Reporting~~reporting procedures. The Company had insufficient written policies and procedures in place for accounting and financial reporting which resulted in inconsistent preparation and review of account reconciliations and analyses on a timely basis.

To4. ~~address~~The ~~and~~Company ~~remediate~~did ~~these~~not ~~material weaknesses~~have ~~discussed~~an ~~above,~~Audit weCommittee ~~will~~which ~~strive~~would tonormally ~~implement~~independently ~~the~~monitor ~~following~~and ~~changes~~review to2-Track’s ~~our internal controls over~~ financial reporting ~~during~~ ~~the period covered by this report:~~process.

~~For~~The ~~the~~remedial ~~material~~measures ~~weakness~~set ~~concerning~~forth ~~deficiencies in segregation of duties and part time bookkeeper~~below, wealong with ~~intend~~adequate tofunding ~~raise~~from ~~sufficient~~the ~~funds~~Company’s ~~during~~new ~~the~~majority ~~current~~owner, ~~(2012)~~is ~~fiscal~~expected ~~year~~ to ~~hire~~ anresult ~~additional~~in ~~experienced~~2-Track’s ~~accounting~~ability ~~person~~ to ~~better~~reestablish reliable ~~monitor~~recording, ~~maintain~~processing, summarizing and ~~assist~~filing inof ~~our~~business ~~internal accounting~~ and financial ~~reporting~~ ~~functions~~information ~~and~~within ~~increase~~ the ~~frequency~~time ofperiods ~~reconciliation~~specified in ofthe ~~significant~~SEC’s ~~accounts~~rules and ~~generation of financial reports~~forms. ~~If financially possible, such person would serve as 2-Track’s CFO.~~

For the material weakness concerning deficiencies in the financial reporting process, we will strive to but have not yet developed and implemented sufficient written policies and procedures to better insure timely decisions can be made regarding required disclosures.8

~~For~~Changes ~~the~~in ~~material~~Internal ~~weakness~~Control ~~concerning~~Over ~~our~~Financial Audit Committee, we will attempt to recruit additional independent members of our Board of Directors who could serve on the Audit Committee to carry out its financial review functions and interact with 2-Track’s independent public accounting firm more effectively and timely. We expect these remedial actions to be pursued and, if financially feasible, implemented during the current fiscal year to allow our controls and procedures over financial reporting to be effective by the end of our current (2012) fiscal year.Reporting

~~Notwithstanding~~To ~~our~~address ~~assessment that our internal controls over financial reporting were not effective~~ and ~~that~~remediate ~~there~~these ~~were~~ material weaknesses discussed ~~as identified in this report~~above, we ~~believe~~the ~~that~~Company ~~our~~has ~~financial~~implemented ~~statements contained in this Quarterly Report on Form 10-Q for~~ the ~~fiscal~~following ~~quarter~~changes ~~ended~~to ~~June~~our ~~30, 2012~~internal ~~accurately~~controls ~~present~~over ~~our~~ financial ~~condition,~~reporting ~~results~~during ofthe period ~~operations~~covered ~~and~~by ~~cash~~this ~~flows in all material respects.~~report:

~~This~~To ~~quarterly~~remedy ~~report~~the ~~does~~material ~~not~~weakness ~~include~~concerning andeficiencies ~~attestation~~in ~~report~~segregation of ~~2-Track’s~~duties ~~registered~~and ~~public~~part ~~accounting~~time ~~firm~~bookkeeper, ~~regarding~~on ~~internal~~August ~~control~~29, ~~over~~2012 ~~financial~~the ~~reporting~~sole Director, Mr. Jung, appointed two additional ~~Management’s~~directors, ~~report~~Rudolf Dominic Contreras and Juanzi Cui. In addition, Ms. Cui was ~~not~~appointed ~~subject~~the tonew ~~attestation~~CEO/President byof ~~2-Track~~the Company and Mr. Contreras was appointed the Company’s ~~registered~~new ~~public~~CFO/Secretary, ~~accounting~~with ~~firm~~Mr. ~~pursuant~~Jung tocontinuing ~~temporary rules~~as COO of the ~~SEC~~Company. ~~that~~As ~~permit~~a ~~2-Track~~result the Company has now diversified and separated the duties of CEO and CFO to ~~provide~~more ~~only~~effectively ~~management~~monitor the Company’s ~~report~~internal accounting and financial reporting functions. To address the part-time bookkeeper located outside the US, the Company has taken steps to consolidate its bookkeeping functions in ~~this~~the ~~annual~~US to more efficiently track, compile and report the Company’s financial activities.

~~Changes~~For the material weakness concerning deficiencies in ~~Internal~~the ~~Control~~financial ~~Over~~reporting process, as of September 12, 2012 the Company’s Board of Directors adopted new written Financial ~~Reporting~~Disclosure Controls and Procedures to better manage its internal accounting and financial reporting functions.

~~There~~To address the material weakness concerning ~~have~~our ~~been~~lack noof ~~significant~~an ~~changes~~Audit inCommittee, ~~2-Track~~on September 12, 2012 the Company’s ~~internal~~Board ~~controls~~appointed ~~over~~Ms. ~~financial~~Cui ~~reporting~~and orMr. inContreras ~~other~~to ~~factors~~as ~~which occurred~~members ~~during~~of the ~~quarter~~Audit ~~covered~~Committee. byWhile ~~this~~neither ~~report~~Ms. Cui nor Mr. Contreras are deemed to be “independent Directors”, ~~which~~they ~~could~~will nevertheless ~~materially~~provide ~~affect~~an orimportant ~~are~~link ~~reasonably~~between ~~likely~~the toCompany ~~materially~~and ~~affect~~its ~~2-Track~~outside accountants. The Audit Committee will carry out its financial review functions and interact with the Company’s ~~internal~~ ~~controls~~independent ~~over~~public ~~financial~~accounting ~~reporting.~~firm more effectively and timely.

21With our recent actions to address the material weaknesses as identified in this report, we believe that our financial statements contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 accurately present our financial condition, results of operations and cash flows in all material respects.

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

~~ITEM~~Changes 1.in ~~LEGAL~~Internal ~~PROCEEDINGS~~Control Over Financial Reporting

OnOther than ~~March 29, 2012~~ the ~~SEC~~implementation ~~initiated an Administrative Proceeding against six companies including 2-Track, seeking to deregister each company’s class~~ of ~~stock~~new ~~registered under~~Financial ~~Section~~Disclosure 12Controls ofand ~~the~~Procedures ~~Securities~~and ~~Exchange Act of 1934 (~~the ~~“1934~~other ~~Act”)~~remedial ~~due~~actions todiscussed ~~the~~above, ~~number of delinquent reports not~~there ~~filed~~have bybeen ~~each~~no ~~company.~~significant ~~After~~changes ~~two~~in ~~Prehearing~~2-Track’s ~~Conferences~~internal ~~with~~controls ~~the~~over ~~SEC,~~financial ~~the~~reporting ~~second~~or ~~being~~in ~~held~~other onfactors ~~July 16, 2012 at~~ which ~~time 2-Track~~occurred ~~was~~during ~~unable~~the toquarter ~~bring~~covered ~~all~~by ofthis ~~its 1934 Act reports current~~report, ~~the~~which ~~SEC~~could ~~issued~~materially anaffect ~~Initial~~or ~~Decision~~are ~~dated~~reasonably ~~July~~likely ~~24,~~to ~~2012~~materially ~~revoking~~affect 2-Track’s ~~common~~internal ~~stock~~controls ~~registration~~over ~~under~~financial ~~Section 12 of the 1934 Act~~reporting. ~~The Initial Decision is expected to become final on August 15, 2012.~~

~~ITEM 1A. RISK FACTORS~~9

~~Except~~PART ~~for~~II a- ~~modest net income in 2011,~~OTHER we have previously incurred operating losses in our business. As a result of the losses and negative cash flows from operations, our ability to continue operations will depend on our ability to generate increased revenues and the availability of equity/debt financing for working capital. If we are unable to generate sufficient revenues in the near future or obtain outside capital to cover operating expenses, we may be unable to establish or maintain desired levels of business operations.INFORMATION

~~The~~ITEM ~~audit report of our independent accounting firm includes a “going concern” explanation~~1. InLEGAL the independent accounting firm’s opinion, our limited operating history and accumulated net deficit as of December 31, 2011, raise substantial doubt about our ability to continue as a going concern.PROCEEDINGS

~~The~~On ~~success~~March 29, 2012 the SEC initiated an Administrative Proceeding against six companies including 2-Track, seeking to deregister each company’s class of ~~our~~stock ~~technology~~registered ~~based~~under Section ~~business~~12 of the Securities Exchange Act of 1934 (the “1934 Act”) due to the number of delinquent reports not filed ~~will~~by ~~depend~~each company. After two Prehearing Conferences with the SEC, the second being held on ~~several~~July ~~factors~~16, ~~including:~~2012 at which time 2-Track was unable to bring all of its 1934 Act reports current, the SEC issued an Initial Decision dated July 24, 2012 revoking 2-Track’s common stock registration under Section 12 of the 1934 Act. 2-Track’s deregistration under the 1934 Act became effective on September 7, 2012. While 2-Track continues to file reports pursuant to Section 15(d) of the 1934 Act, on October 26, 2012 2-Track filed a Form 10 to re-register its common stock under Section 12(g) of the 1934 Act.

·ITEM ~~Our~~1A. ~~ability~~RISK ~~to maintain competitive prices which provide desired profit margins and expanding our product line;~~FACTORS

·Except ~~Our~~for ~~success~~a modest net income in ~~further~~2011, ~~developing~~we have previously incurred operating losses in our ~~Condor~~business. ~~product~~As ~~lines~~a ~~for~~result USof the losses and ~~other~~negative ~~markets~~cash asflows ~~well~~from asoperations, ~~commercial~~our ability ~~industry;~~to continue operations will depend on our ability to generate increased revenues and the availability of equity/debt financing for working capital. If we are unable to generate sufficient revenues in the near future or obtain outside capital to cover operating expenses, we may be unable to establish or maintain desired levels of business operations.

·The ~~Our~~audit ~~ability~~report toof ~~increase~~our ~~consumer~~independent ~~awareness~~accounting firm ofincludes a “going concern” explanation. In the independent accounting firm’s opinion, our ~~products~~limited operating history and ~~services;~~accumulated net deficit as of December 31, 2011, raise substantial doubt about our ability to continue as a going concern.

·The ~~Our~~success ~~ability~~of toour ~~provide~~technology ~~comprehensive~~based ~~solutions~~business will ~~which~~depend ~~satisfy~~on ~~current~~several ~~and~~factors ~~future anti-terrorism government regulation applicable to national and international commerce.~~including:

22● Our ability to maintain competitive prices which provide desired profit margins and expanding our product line;

~~The~~● ~~development~~Our ~~and~~success ~~marketing~~in offurther ~~technology products~~developing 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~~Condor ~~operations~~product ~~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~~US ~~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~~markets ofas ~~financing or~~well ~~enter~~as ~~into~~commercial 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.industry;

We● ~~are~~Our 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~~increase ~~existing~~consumer ~~products and~~awareness ~~introduce new technologies. This requires us to accurately predict future technology and pricing trends. Unexpected changes in technological standards, the rate~~ of ~~technology~~our ~~adoption,~~products ~~customer demand~~ and ~~pricing of competitive products could adversely affect our operating results if we are unable to respond effectively to such changes.~~services;

● Our ~~current~~ability ~~manufacturing structure is particularly subject~~ to ~~various~~provide ~~risks~~comprehensive ~~associated~~solutions ~~with~~which ~~its~~satisfy ~~use~~current ~~of offshore contract manufacturers, including changes in costs of labor~~ and ~~materials,~~future ~~reliability~~anti-terrorism ofgovernment ~~sources~~regulation ofapplicable ~~supply~~to ~~and~~national ~~general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply,~~ and ~~changes~~international ~~in the availability, capability or pricing of foreign suppliers could adversely affect our business and results of operations~~commerce. The impact of these risks on our operations is difficult to measure, but the inability to alter our strategic marketing, or react properly to changing economic conditions could have an adverse effect on our financial position.

Our target markets include end-users, resellers, systems integrators, major accounts and original equipment manufacturers. Due to the relative size of some customers, sales in any one market segment could fluctuate dramatically on a quarter-to-quarter basis. Fluctuations in major accounts and the OEM segment could materially adversely affect our financial condition and results of operations. Additionally, our revenues and results of operations could be adversely affected if we were to lose certain key distribution or development partners.10

InThe ~~summary,~~development ~~our~~and ~~net~~marketing ~~sales~~of ~~and operating~~technology ~~results~~products inrequires ~~any~~significant ~~particular~~amounts ~~quarter~~of ~~may~~capital. ~~fluctuate~~To asdate, aboth ~~result~~2-Track ofand aits ~~number~~subsidiary have relied on the sale of ~~factors~~equity securities, loans, ~~including~~and ~~competition~~limited insales ~~the~~revenue ~~markets~~to ~~for~~meet ~~our products;~~their ~~delays~~operational inand ~~new~~capital ~~product~~requirements. ~~introductions~~Because bywe ~~us;~~have ~~market~~limited ~~acceptance~~revenues, ofit ~~new~~will be ~~products~~necessary ~~and~~to ~~technologies~~fund byour usongoing oroperations ~~our~~by ~~competitors; changes~~selling inadditional ~~product~~equity ~~pricing~~or debt securities, ~~material~~secure ~~costs~~lines of credit or ~~customer~~obtain ~~discounts;~~other third-party ~~the~~financing. ~~size~~The timing and ~~timing~~amount of ~~customer~~such ~~orders;~~capital ~~fluctuations~~requirements incannot ~~channel inventory~~be ~~levels;~~determined ~~variations~~at inthis ~~the~~time ~~mix~~and ofwill ~~product~~depend ~~sales;~~on a ~~manufacturing~~number ~~delays~~of orfactors, ~~disruptions~~including indemand ~~sources~~for ofour ~~supply;~~products and ~~the~~technologies. ~~pace of~~There ~~change~~can ~~from~~be ~~the~~no ~~current~~assurance ~~unfavorable~~that ~~economic~~additional ~~conditions.~~financing ~~Our~~will be ~~future~~available ~~operating~~on ~~results~~satisfactory ~~will~~terms ~~depend~~when needed, if at all. Failure to araise ~~large~~additional ~~extent~~capital, secure other sources of financing or enter into other collaborative business transactions would have a material adverse effect on our ability to ~~anticipate~~achieve ~~and~~our ~~successfully~~intended business ~~react~~objectives. toAny ~~these~~future ~~and~~equity ~~other~~financing ~~factors.~~will ~~Failure~~result in dilution to ~~anticipate~~current ~~and~~stockholders. ~~successfully~~Future ~~react~~debt tofinancing ~~these~~will result in interest expense and ~~other~~the ~~factors~~risk ~~could~~that ~~adversely~~we ~~affect~~cannot ~~our~~repay ~~business~~such ~~and~~debt ~~financial~~when ~~condition~~due.

InWe ~~addition~~are tocompeting in the ~~above,~~global wetracking ~~are~~and monitoring ~~also~~market, ~~susceptible to~~a ~~other~~market ~~factors~~characterized ~~that~~by ~~generally~~intense ~~affect~~competition ~~the~~from ~~market~~both ~~for~~established ~~stocks~~companies ofand ~~technology~~start-up companies. ~~Factors~~Since the ~~including~~market ~~general~~demands ~~fluctuations~~competitive prices and capabilities, our success depends in part on our ability to enhance existing products ~~securities~~and ~~markets,~~introduce ~~reaction~~new technologies. This requires us to ~~economic~~accurately ~~news~~predict future technology and ~~amount~~pricing trends. Unexpected changes in technological standards, the rate of ~~market~~technology ~~risk~~adoption, ~~acceptable~~customer todemand ~~investors~~and pricing of competitive products could adversely affect ~~the~~our ~~price~~operating ofresults if we are unable to respond effectively to such changes. Furthermore, our ~~stock~~inability to fund current product research and ~~could~~development ~~cause~~will ~~such~~inhibit ~~stock~~our ~~price~~ability to ~~fluctuate~~enhance ~~significantly~~existing ~~over~~products ~~short~~and ~~periods~~introduce ofnew ~~time~~technologies.

23Our current manufacturing structure is particularly subject to various risks associated with its use of offshore contract manufacturers, including changes in costs of labor and materials, reliability of sources of supply and general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply, and changes in the availability, capability or pricing of foreign suppliers could adversely affect our business and results of operations. The impact of these risks on our operations is difficult to measure, but the inability to alter our strategic marketing, or react properly to changing economic conditions could have an adverse effect on our financial position.

~~ITEM~~Our 2target markets include end-users, resellers, systems integrators, major accounts and original equipment manufacturers. ~~UNREGISTERED~~Due ~~SALES~~to OFthe ~~EQUITY~~relative ~~SECURITIES~~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.

~~2-Track~~In summary, our net sales and operating results ~~sold~~in noany ~~unregistered~~particular ~~securities~~quarter ~~during~~may fluctuate as a result of a number of factors, including competition in the ~~quarter~~markets ~~ended~~for ~~June~~our 30products; delays in new product introductions by us; market acceptance of new products and technologies by us or our competitors; changes in product pricing, ~~2012~~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 change from the current unfavorable economic conditions. 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.

~~ITEM 5. OTHER INFORMATION~~11

~~Subsequent~~In toaddition ~~the quarter covered by this report, a Stock Purchase Agreement relating~~ to the ~~outstanding common stock of 2-Track Global~~above, ~~Inc.~~since ~~was~~September ~~entered into on August 12~~7, ~~2012 between World Capital Market (as Buyer) and eleven 2-Track stockholders (as Sellers) who together own~~ ~~approximately 519~~2012,~~281~~ ~~common shares representing approximately 59% of~~ 2-Track’s total shares outstanding. On August 12, 2012, World Capital Market (“Buyer”) and Woosun (Mike) Jung, TOTG’s chief executive officer, (“Jung”) and 10 other TOTG stockholders (“Other Sellers”, and with Jung collectively, the “Sellers”) entered into a Stock Purchase Agreement (the “Agreement”). The Agreement provides for the Sellers’to sell a total of 519,281 shares of TOTG common stock, ~~representing~~has ~~approximately~~not ~~59%~~been ofeligible ~~the 874,500 issued and outstanding shares of TOTG common stock, to the Buyer~~ for atrading ~~total~~on ofany ~~$130,000~~securities ~~cash,~~market. ofConsequently ~~which~~stockholders amay ~~total~~not be ofable ~~$45,000 is~~ to ~~be paid~~buy inor ~~satisfaction~~sell ~~of accounts payable due TOTG~~2-Track’s ~~law~~common ~~firm~~stock ~~and~~at ~~independent registered public accounting firm. Closing of~~ the ~~Agreement~~times isor ~~subject to satisfaction~~ on ~~or before August 15, 2012 (as extended to August 29, 2012) of certain conditions precedent to closing, including TOTG’s filing of certain periodic reports with~~ the ~~Securities~~terms ~~and Exchange Commission~~desired.

ITEM 62. ~~EXHIBITS~~UNREGISTERED SALES OF EQUITY SECURITIES

On September 27, 2012, 2-Track issued a convertible promissory note in the amount of $100,000 to one investor. The convertible note bears interest of 6% per annum and is due and payable on September 30, 2013(the “Note”). The Note can be converted, at creditor’s option, into restricted shares of 2-Track’s common stock at a conversion rate of 60% of the average closing bid price per share of 2-Track’s common stock for the ten trading days prior to the date of conversion. The issuance of the Note was made without any public solicitation to one entity and was acquired for investment purposes only. The purchaser had access to complete information about 2-Track and was deemed capable of evaluating the merits and risks of acquiring the convertible note of 2-Track. The Note was issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act of 1933. The ~~following~~Note ~~documents~~is ~~are~~deemed ~~filed~~to be “restricted securities” as ~~exhibits~~defined toin ~~this~~Rule ~~report:~~144 under the 1933 Act and bear a legend stating the restrictions on conversion and resale.

Exhibits
31.1		Certification by CEO pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
31.2		Certification by CFO pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1		Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 5. OTHER INFORMATION

24A Stock Purchase Agreement relating to a majority of the outstanding common stock of 2-Track Global, Inc. was entered into on August 12, 2012 between World Capital Market (as Buyer) and eleven 2-Track stockholders (as Sellers) who together own approximately 519,281 common shares representing approximately 59% of 2-Track’s total shares outstanding. Consummation of the transaction was conditioned on a number of items including the requirement that 2-Track file all delinquent Form 10-K Reports and Form 10-Q Reports for the fiscal quarters ended September 30, 2011, March 31, 2012 and June 30, 2012. The required Reports were transmitted to the SEC on August 29, 2012 and the stock purchase transaction closed on August 29, 2012.

~~SIGNATURES~~ITEM 6. EXHIBITS

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(a)	The following documents are filed as exhibits to this report:

	Exhibits

	31.1	Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Dated: August 29, 2012	2-TRACK GLOBAL, INC.
	101.INS*	XBRL Instance Document
	/s/ Woosun Jung
	101.SCH*	XBRL Taxonomy Extension Schema Document
	Woosun Jung
	101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
	Chief Executive Officer
	101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
Dated: August 29, 2012
	101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
	/s/ Woosun Jung
	101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
	Woosun Jung
	Chief Financial Officer

25* Filed herewith.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	2-TRACK GLOBAL, INC.

Dated: December 11, 2012	/s/ Juanzi Cui
	Juanzi Cui
	Chief Executive Officer

Dated: December 11, 2012	/s/ Rudolf Contreras
	Rudolf Contreras
	Chief Financial Officer

Filing Compare · 2-Track Global, Inc.