Item 1. Business.
(a)
Business Development
GlobeTrac was incorporated under the laws of the State of Delaware on March 2, 2000 under the original name “411 Place.com Inc”. On February 28, 2001, the Company changed its name to “Artescope, Inc.”
On July 29, 2002, the Company changed its name to “GlobeTrac Inc.” GlobeTrac has an authorized capital of 205,000,000 shares with a par value of $0.001, consisting of 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock with 89,883,198 shares of Common Stock currently issued and outstanding.
GlobeTrac, Inc. provided digital graphics design and production services for commercial and corporate enterprises until August 27, 2002 when GlobeTrac changed its business direction and began selling, marketing, distributing, and installing global wireless tracking and telematics equipment in Europe. See Exhibit 10.1 - Master Distributorship Agreement for more information.
On June 12, 2008 we sold all of the shares of our subsidiary, Global Axxess Corporation Limited, to an unrelated party.
Effective November 1, 2004, GlobeTrac decided to wind down its operations due to cash flow limitations. Additionally, GlobeTrac reached an agreement with WebTech Wireless to cancel the master distributorship agreement and to restructure its ongoing business relationship with WebTech Wireless. See Exhibit 10.1 - Master Distributorship Agreement and Exhibit 10.5 - Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information. Pursuant to the terms of the Letter Agreement and the Termination and Transfer Agreement WebTech acquired specific assets and liabilities of GlobeTrac. WebTech has agreed to pay a 6% commission/royalty on gross sales from qualified potential customers and resellers, which will be included for commission purposes if such business commences within 12 months of the signed agreement. There is no cap on the royalty payable to GlobeTrac and royalties are to be paid by WebTech for 11 years beginning November 1, 2004.
Since November 1, 2004, GlobeTrac’s current principal business activity has been to seek a viable business opportunity through acquisition, merger or other suitable business combination method.
Neither GlobeTrac nor any of its subsidiaries have been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of GlobeTrac’s business, with the exception of Globetrac Limited being formally dissolved on March 20, 2007 and the sale of certain assets to WebTech in accordance with the terms set out in the Termination and Transfer Agreement. See Exhibit 10.6 for more information.
(b)
Business of GlobeTrac
On November 26, 2004, GlobeTrac entered into an agreement with WebTech Wireless whereby GlobeTrac decided to wind down its operations effective November 1, 2004 and WebTech Wireless agreed to acquire all of GlobeTrac’s existing customers and resellers and portals in exchange for the 6% commission/royalty. See Exhibit 10.5 - Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information.
Since November 1, 2004, GlobeTrac’s only source of income is the royalty income they receive from WebTech. GlobeTrac’s present business objective is to locate and consummate a merger or acquisition of a viable business.
GlobeTrac will attempt to locate and negotiate with a target business for the merger of a target business into GlobeTrac. In certain instances, a target business may want to become a subsidiary of GlobeTrac or may want to contribute assets to GlobeTrac rather than merge. It is anticipated that management will contact broker-dealers and other persons with whom they are acquainted who are involved with corporate finance matters to advise them of GlobeTrac’s existence and to determine if any companies or businesses that they represent have a general interest in considering a merger or acquisition with GlobeTrac. No assurance can be given that GlobeTrac will be successful in finding or acquiring a viable target business. Furthermore, no assurance can be given that any business opportunity, which does occur, will be on terms that are favorable to GlobeTrac or its current stockholders.
A target business, if any, which may be interested in a business combination with GlobeTrac may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company that wants to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company that believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company that wants to gain an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company.
Management believes that there are perceived benefits to being a reporting company with a class of publicly-registered securities. These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market.
GlobeTrac anticipates that the target businesses or business opportunities presented to it will (1) either be in the process of formation, or be recently organized with limited operating history or a history of losses attributable to under-capitalization or other factors; (2) experiencing financial or operating difficulties; (3) be in need of funds to develop new products or services or to expand into a new market, or have plans for rapid expansion through acquisition of competing businesses; (4) or other similar characteristics. GlobeTrac intends to concentrate its acquisition efforts on properties or businesses that management believes to be undervalued or that management believes may realize a substantial benefit from being publicly owned. Given the above factors, investors should expect that any target business or business opportunity may have little or no operating history, or a history of losses or low profitability.
GlobeTrac does not propose to restrict its search for business opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others. GlobeTrac’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors. However, management believes that any potential business opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.
Management, which in all likelihood will not be experienced in matters relating to the business of a target business, will rely upon its own efforts in accomplishing GlobeTrac’s business purposes. Outside consultants or advisors may be utilized by GlobeTrac to assist in the search for qualified target companies. If GlobeTrac does retain such an outside consultant or advisor, any cash fee earned by such person will need to be assumed by the target business, as GlobeTrac has no cash assets with which to pay such obligation.
Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. The analysis of new business opportunities will be undertaken by, or under the supervision of GlobeTrac’s officers and directors, who are not professional business analysts. In analyzing prospective business opportunities, management may consider such matters as:
• the available technical, financial and managerial resources;
• working capital and other financial requirements; history of operations, if any;
• prospects for the future;
• nature of present and expected competition;
• the quality and experience of management services which may be available and the depth of that management
• the potential for further research, development, or exploration
• specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;
• the potential for growth or expansion;
• the potential for profit; and
• the perceived public recognition or acceptance of products, services, or trades; name identification.
A target business may have an agreement with a consultant or advisor, providing that services of the consultant or advisor be continued after any business combination. Additionally, a target business may be presented to GlobeTrac only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such preexisting agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business.
In implementing a structure for a particular target business acquisition, GlobeTrac may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. GlobeTrac may also acquire stock or assets of an existing business. Depending upon the nature of the transaction, the current officers and directors of GlobeTrac may resign their management and board positions with GlobeTrac in connection with a change of control or acquisition of a business opportunity and be replaced by one or more new officers and directors.
It is anticipated that any securities issued in any reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances however, as a negotiated element of its transaction, GlobeTrac may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after GlobeTrac has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into GlobeTrac’s trading market may depress the market value of GlobeTrac’s securities in the future.
With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of GlobeTrac that the target business stockholder would acquire in exchange for their shareholdings in the target business. Depending upon, among other things, the target business’s assets and liabilities, GlobeTrac’s shareholders will in all likelihood hold a substantially lesser percentage ownership interest in GlobeTrac following any merger or acquisition. Any merger or acquisition effected by GlobeTrac can be expected to have a significant dilutive effect on the percentage of shares held by GlobeTrac’s shareholders at that time.
At the present time, management has not identified any target business or business opportunity that it plans to pursue, nor has GlobeTrac reached any agreement or definitive understanding with any person concerning an acquisition or a business combination. When any such agreement is reached or other material fact occurs, GlobeTrac will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-K are advised to determine if GlobeTrac has subsequently filed a Form 8-K.
Management anticipates that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes (but has not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for stockholder’s investments. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Competition
GlobeTrac will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than GlobeTrac. In view of GlobeTrac’s combined extremely limited financial resources and limited management availability, GlobeTrac will continue to be at a significant competitive disadvantage compared to its competitors.
GlobeTrac expects to encounter substantial competition in its efforts to locate attractive business combination opportunities. The competition may in part come from business development companies, venture capital partnerships and corporations, small investment companies, and brokerage firms. Some of these types of organizations are likely to be in a better position than GlobeTrac to obtain access to attractive business acquisition candidates either because they have greater experience, resources and managerial capabilities than GlobeTrac, because they are able to offer immediate access to limited amounts of cash, or for a variety of other reasons. GlobeTrac also will experience competition from other public companies with similar business purposes, some of which may also have funds available for use by an acquisition candidate.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts
Neither GlobeTrac nor its subsidiaries currently own any patents or trade marks. Also, they are not party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trade marks, with the exception of the terms set out in the Letter Agreement among Global Axxess, WebTech Wireless International and WebTech Wireless Inc. See Exhibit 10.5 - Letter Agreement and Exhibit 10.6 - Termination and Transfer Agreement for more information.
Expenditures on Research and Development During the Last Two Fiscal Years
GlobeTrac has not spent any funds on research and development activities in the last two fiscal years.
GlobeTrac is not currently conducting any research and development activities.
Number of Total Employees and Number of Full Time Employees
GlobeTrac currently has no employees. Management expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.
Item 1A.
Item 1A. Risk Factors.
GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 1B.
Item 1B. Unresolved Staff Comments.
GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 2.
Item 2. Properties.
GlobeTrac’s principal executive office is 1100 Melville Street, Suite 610, Vancouver, British Columbia, V6E 4A6, Canada. Other than this office, GlobeTrac does not currently maintain any other facilities, and does not anticipate the need for maintaining other facilities at any time in the foreseeable future. GlobeTrac pays no rent or other fees for the use of the office as these offices are used virtually full-time by other businesses of GlobeTrac’s CEO.
Item 3.
Item 3. Legal Proceedings.
GlobeTrac is not a party to any pending legal proceedings and, to the best of GlobeTrac’s knowledge, none of GlobeTrac’s property or assets are the subject of any pending legal proceedings.
Item 4.
Item 4. (Removed and Reserved).
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) Market Information
GlobeTrac’s Common Stock has been quoted on the NASD OTC Bulletin Board since March 2002 under the symbol “GBTR” (formerly “ARTE”). However, from March 2002 to June 2002, GlobeTrac’s Common Stock did not trade. The first trade occurred on June 28, 2002. The table below gives the high and low bid information for each fiscal quarter for the last two fiscal years and for the interim period ended March 25, 2009. The bid information was obtained from Pink OTC Markets LLC and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
(b) Holders of Record
GlobeTrac has approximately 41 holders of record of GlobeTrac’s Common Stock as of December 31, 2009 according to a shareholders’ list provided by GlobeTrac’s transfer agent as of that date. The number of registered shareholders does not include any estimate by GlobeTrac of the number of beneficial owners of common stock held in street name. The transfer agent for GlobeTrac’s common stock is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403 Las Vegas, NV 89119 and their telephone number is 702-361-3033.
(c) Dividends
GlobeTrac has declared no dividends on its Common Stock, with the exception of the following, and is not subject to any restrictions that limit its ability to pay dividends on its shares of Common Stock. Dividends are declared at the sole discretion of GlobeTrac’s Board of Directors.
On May 17, 2002, the Board of Directors declared a stock dividend of three shares for every one share of Common Stock issued. The stock dividend was paid out on May 28, 2002.
(d) Recent Sales of Unregistered Securities
On June 23, 2008, GlobeTrac entered into various agreements (the “Agreements”) with certain of its creditors for the purpose of restructuring the majority of liabilities of GlobeTrac. Pursuant to the terms of these Agreements, the following creditors agreed to forgive certain obligations due from GlobeTrac without consideration:
Also on June 23, 2008, GlobeTrac and other creditors agreed to convert the principal on certain loans granted into shares of Common Stock of GlobeTrac, at a rate of $0.025 for every dollar owed on such loans. Pursuant to such Agreements, GlobeTrac issued a total of 67,693,198 shares of its Common Stock (the “Shares”) to the following persons and entities, in full settlement of payments due on the following loans:
The issuance of the Shares to the creditors was not registered under the Securities Act of 1933, as amended (the “Securities Act”), but was made in reliance upon the exemptions from registration requirements of the Securities Act set forth in Section 4(2) thereof and Section 3(a)(9) based on each creditor’s level of sophistication, their access to information about GlobeTrac, and the fact that the issuance of the Shares was made to a limited group of existing holders of GlobeTrac’s securities.
Other than the sales mention above there have been no other sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of GlobeTrac’s Common Stock.
(e) Penny Stock Rules
Trading in GlobeTrac’s Common Stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends GlobeTrac’s Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in GlobeTrac’s securities, which could severely limit their market price and liquidity of GlobeTrac’s securities. The application of the “penny stock” rules may affect your ability to resell GlobeTrac’s securities.
Item 6.
Item 6. Selected Financial Data.
GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
The information in this annual report on Form 10-K contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. Actual events or results may differ materially from those events or results included in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks outlined from time to time in the reports we file with the Securities and Exchange Commission. Some, but not all, of these risks include, among other things:
*
our inability to obtain the financing we need to continue our operations;
*
changes in regulatory requirements that adversely affect our business;
*
a decline in our royalty revenue; and
*
risks over which we have no control, such as a general downturn in the economy which may adversely affect our royalty revenue and ability to obtain working capital.
We do not intend to update forward-looking statements. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.
General
The inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.
When we use the words “we”, “us” or “our” in this report, we are referring to GlobeTrac Inc. which we sometimes refer to in this report as “GlobeTrac”.
Overview
We were incorporated in the state of Delaware on March 2, 2000 as 411 Place.com Inc. On February 28, 2001, we changed our name to Artescope, Inc. and on July 29, 2002 changed the name to GlobeTrac Inc. Our principal executive offices are headquartered in Canada. On August 27, 2002, we acquired 100% of the shares of Global Axxess Corporation Limited (Global Axxess), a company incorporated in Ireland. On June 12, 2008 we sold our shares of Global Axxess, our only subsidiary. Global Axxess owned 100% of the issued and outstanding shares of Globetrac Limited (Limited), a company incorporated in the United Kingdom, until March 20, 2007 when Limited was officially dissolved and all of Limited’s assets and liabilities were assumed by GlobeTrac. As a result of terminating our operations in Europe, we are seeking new business opportunities.
At December 31, 2009, our only source of income is a six percent commission/royalty that we receive from WebTech Wireless Inc. (“WebTech”), based on all qualified sales of any product or service offered by WebTech. A qualified sale means all of WebTech’s invoiced sales of products or services to a customer that has ordered at least one product or service before November 26, 2005, whether sold by WebTech or by a licensee, affiliate or agent of WebTech. A list of customers was provided to WebTech by GlobeTrac. There is no cap on the royalty receivable and royalties are to be paid by WebTech for eleven years, beginning November 1, 2004 and ending October 31, 2015.
On June 23, 2008 certain debt holders forgave $3,196,062 in debt. On June 30, 2008 certain debt holders agreed to convert $67,693 in debt into 67,693,198 shares of our common stock.
Results of Operation
Our operating results for the years ended December 31, 2009 and 2008 and the changes between those periods summarized as follows:
Revenues
Our royalty revenue decreased by $88,723 or 61% from $144,963 for the year ended December 31, 2008 to $56,240 for the year ended December 31, 2009.
All of our revenue was the result of a 6% royalty which relates to the Termination and Transfer Agreement signed on October 18, 2005. The revenue we receive from WebTech is in British Pounds. The 61% decrease in revenue during the year ended December 31, 2009 was due primarily to a decrease in the revenue earned in British Pounds of 56% and in part to strengthening of the US dollar against the British Pound during this period. We do not expect revenue to increase unless we locate a new revenue generating business opportunity.
Operating Expenses
Our operating expenses increased by $16,441 or 15% from $112,832 for the year ended December 31, 2008 to $129,273 for the year ended December 31, 2009. This increase was primarily caused by approximate increases in administration fees of $28,875 due to fees associated with outsourcing our accounting and administrative functions and in filing fees of $2,225 due to additional filing requirements as a result of being domiciled in British Columbia, Canada. These increases were offset primarily by a decrease in professional fees of $9,786 and an increase of $5,940 in foreign exchange gains.
Over the next year our plan is to continue to control our operating costs. We expect our operating costs to remain approximately the same over the next year, unless we locate a new viable business.
Interest Expense
Our interest expense decreased by $46,618 or 100% from $46,618 for the year ended December 31, 2008 to $0 for the year ended December 31, 2009.
Our interest expense decreased due to the holders of $586,660 in convertible notes payable agreeing to forgive the debt and when holders of $923,089 in convertible notes payable and the holder of a $500,000 note payable to a related party converted their debt into shares of our common stock.
Franchise Tax
Our franchise tax expense decreased by $4,662 or 97% from $4,787 for the year ended December 31, 2008 to $125 for the year ended December 31, 2009. The decrease in our franchise tax expense was mainly due to late fees and back taxes charged in 2008 that were not repeated in 2009 and the closing of our California office in 2009.
Forgiveness of Debt
On June 30, 2008, our creditors forgave $1,571,425 in debt consisting of $586,660 in principle and $540,014 in accrued interest on our convertible notes payable $15,974 in advances payable, $161,550 in debt due to related parties, and $267,227 in interest on a note payable to a related party.
On June 30, 2008, we converted a total of $1,692,330 in debt consisting of $923,089 in convertible notes payable, $16,385 in advances payable, $252,856 in debt to related parties, and a $500,000 note to a related party into 67,693,198 shares of common stock at $0.025 per share. The difference between the conversion price of $0.025 and market price of the common stock on the date of conversion of $0.001 per share resulted in our recording of forgiveness of debt of $1,624,637.
Liquidity and Capital Resources
Going Concern
The notes to our financial statements at December 31, 2009 disclose our uncertain ability to continue as a going concern. We were in the business of selling, marketing, distributing and installing global wireless tracking and telematics equipment in Europe until November 1, 2004 when we exchanged our rights to sell, market, distribute and install global wireless tracking and telematics equipment in Europe as well as specific assets and liabilities, for a royalty of 6% on future gross sales to current customers and qualified potential customers in Europe. There is no cap on the royalties and royalties are to be paid for the duration of 11 years, ending October 31, 2015. We have accumulated a deficit of $1,408,292 since inception and additional financing will be required to fund and support our operations. We plan to mitigate our losses in future years by controlling our operating expenses and seeking out new business opportunities. However, there is no assurance that we will be able to obtain additional financing, control our operating expenses or be successful in locating or acquiring a viable business. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
As of December 31, 2009, we had a cash balance of $13,438, a working capital deficit of $137,912 and negative cash flows from operations of $9,704 for the year then ended. During the year ended December 31, 2009, we primarily funded our operations with the royalty revenue we received from WebTech, increasing our accounts payable and collections of outstanding accounts receivable.
The following table summarizes our sources and uses of cash for the years ended December 31, 2009 and 2008:
Net Cash Used in, Provided by Operating Activities
Net cash used in operating activities during the year ended December 31, 2009 was $9,704. This cash was primarily used to cover our net loss of $73,158, a decrease in accrued professional fees of $1,257 and the effect of foreign currency exchange of $3,396. These uses of cash were offset by a decrease in our accounts receivable of $38,943 due to payment of royalties by WebTech, an increase in our accounts payable of $16,000, an increase in amounts due to related parties of $9,142 and an increase in accrued accounts payable of $626.
Net cash provided by operating activities during the year ended December 31, 2008 was $5,916. This cash was primarily provided by a utilization of $4,035 in prepaid legal fees, increases of $5,287 in accrued legal fees, $34,187 in accrued interest on the convertible notes payable, a $13 adjustment for foreign exchange in advances payable, and $12,432 in accrued interest on the note payable to a related party. These increases in cash were primarily offset by a $1,874 decrease in collection of royalty revenue receivable, paying down accounts payable and accrued professional fees by $15,262 and $13,628 respectively, forgiveness of convertible notes payable of $586,660, forgiveness of interest on convertible notes payable of $540,014, forgiveness of advances payable of $15,974, forgiveness of debt due to related parties of $161,550, forgiveness of interest on a note payable to a related party of $267,227 and forgiveness of debt of $1,624,637 which was the difference between the conversion price ($0.025) and market price $(0.001) of our common stock on the date $1,692,330 in debt was converted into 67,693,198 shares of our common stock.
Net Cash Used In Investing Activities
We did not have any investing activities during the year ended December 31, 2009 and 2008.
Net Cash Provided By Financing Activities
We did not have any financing activities during the year ended December 31, 2009 and 2008.
Conversion of Debt
On June 23, 2008, we converted $923,089 in convertible notes payable, $16,385 in advances payable, $252,856 in debt due to related parties and a $500,000 note payable to a related party into 67,693,198 shares of our common stock.
Challenges and Risks
We have accumulated a deficit of approximately $1.4 million to date and will require additional debt or equity financing to continue operations and to seek out new business opportunities. We plan to mitigate our losses in future years through the receipt of the royalty payments from Webtech and locating a viable business.
There is no assurance that we will be able to obtain additional financing, be successful in seeking new business opportunities, receive any royalties from WebTech or that we will be able to reduce operating expenses.
Other Trends, Events or Uncertainties that may Impact Results of Operations or Liquidity Trends, Events, and Uncertainties
The economic downturn may make it harder for us to raise capital if we need it. Therefore, in the future, the economic downturn may have a material adverse effect on our ability to raise operating capital. Other than as discussed in this 10-K report, we know of no other trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.
Income Taxes
Income tax expense has not been recognized for the years ended December 31, 2009 and 2008 and no taxes were payable at December 31, 2009 or 2008 because we have incurred losses since its inception.
The following table sets out our net tax losses at December 31:
The entire forgiveness of debt in the amount of $3,196,062 is deemed non-taxable due to our technical insolvency as of June 30, 2008, as described in Section 108 of the Internal Revenue Code. At June 30, 2008, liabilities exceed total assets by approximately $3.3 million. In addition, in accordance with Federal Income Tax Regulation 1.108-7(a) (2), our net operating loss carry forward has been permanently offset by $3,196,062, the amount of the forgiveness of debt deemed to be non-taxable by our technical insolvency. Therefore, we had no remaining U.S. net operating loss carry forward at December 31, 2008.
At December 31, 2009 and 2008 we had the following deferred tax assets that primarily relate to net operating losses. A 100% valuation allowance has been established; as we believe it is more likely than not that the deferred tax assets will not be realized:
In 2009 our valuation allowance increased by $31,239. In 2008 our valuation allowance decreased by $834,177.
At December 31, 2009 and 2008, we had the following net operating loss carryforwards (NOLs):
The federal and state NOLs expire at December 31, 2029.
NOLs incurred prior to May 6, 2002 are subject to an annual limitation due to the ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused annual limitations may be carried over to future years until the net operating losses expire. Utilization of net operating losses may also be limited in any one year by alternative minimum tax rules.
Contingencies and Commitments
We had no contingencies or long-term commitments at December 31, 2009.
Contractual Obligations
We had no contractual obligations at December 31, 2009.
Critical Accounting Judgments
An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. Other than our accounting for our royalty revenue, our critical accounting policies do not involve the choice between alternative methods of accounting. We have applied our critical accounting policies and estimation methods consistently.
Revenue Recognition
Royalty revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the royalty income is determinable and collectibility is reasonably assured.
Accounts Receivable
Receivables represent valid claims against debtors for royalties arising on or before the balance sheet date and are reduced to their estimated net realizable value. An allowance for doubtful accounts is based on an assessment of the collectibility of all past due accounts. At December 31, 2009, our allowance for doubtful accounts was $0.
At December 31, 2009, accounts receivable consists of estimated royalty revenue for the months of November and December 2009. Our estimate was based on the amounts we received from WebTech in the prior months of 2009. As of the date of filing we had not received payment of the accrued royalty revenue and thus our estimated accrual could vary materially from the amount we accrued at December 31, 2009.
Financial Instruments
Foreign Exchange Risk
We are subject to foreign exchange risk on our royalty revenue which is denominated in UK pounds and some purchases which are denominated in Canadian dollars. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar. Foreign exchange rate fluctuations may adversely impact our results of operations as exchange rate fluctuations on transactions denominated in currencies other than our functional currency result in gains and losses that are reflected in our Statement of Operations. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased net revenue. Conversely, our net revenue will decrease when the U.S. dollar strengthens against foreign currencies. We do not believe that we have any material risk due to foreign currency exchange.
Fair Value of Financial Instruments
Our financial instruments include cash, accounts receivable, accounts payable, accrued liabilities and accrued professional fees. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.
Concentration of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable.
At December 31, 2009, we had approximately $13,438 in cash on deposit with a large chartered Canadian bank. At December 31, 2009, all of this cash was insured. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.
Accounts receivable consists of royalty income from one source and is not collateralized. We continually monitor the financial condition of our customer to reduce the risk of loss. We routinely assess the financial strength of our source of revenue income and as a consequence, concentration of credit risk is limited. At December 31, 2009, we had $4,886 in royalties’ receivable from this source.
Recent Accounting Standards and Pronouncements
In June 2009, the FASB issued Statement No. 168, Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105, Generally Accepted Accounting Principles) “ASC 105”.. ASC 105 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. ASC 105 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. ASC 105 will be effective for financial statements issued for reporting periods that end after September 15, 2009, which means July 1, 2009 for us. The adoption of the Codification did not have an impact on our financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ,(ASC 805, Business Combinations) “ASC 805”, which replaces SFAS 141, Business Combinations, requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This Statement also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values. ASC 805 makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this Statement. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. We expect ASC 805 will have an impact on our accounting for future business combinations, but the effect is dependent upon the acquisitions that are made in the future.
In December 2007, the EITF of the FASB reached a consensus on Issue No. 07-1, Accounting for Collaborative Arrangements, (ASC 808, Collaborative Arrangements).ASC 808 concluded on the definition of a collaborative arrangement and that revenues and costs incurred with third parties in connection with collaborative arrangements would be presented gross or net based on the criteria in EITF 99-19 and other accounting literature. Based on the nature of the arrangement, payments to or from collaborators would be evaluated and its terms, the nature of the entity’s business, and whether those payments are within the scope of other accounting literature would be presented. Companies are also required to disclose the nature and purpose of collaborative arrangements along with the accounting policies and the classification and amounts of significant financial-statement amounts related to the arrangements. Activities in the arrangement conducted in a separate legal entity should be accounted for under other accounting literature; however required disclosure under ASC 808 applies to the entire collaborative agreement. This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and is to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. ASC 808 was effective for us on January 1, 2009. Adoption of ASC 808 did not have a significant impact on our financial statements.
Effective January 1, 2009, we adopted Financial Accounting Standards Board's (FASB) Statement No. 160 Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51 (ASC 810, Consolidation) “ASC 810”. ASC 810 changed the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. ASC 810 required retrospective adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of ASC 810 will be applied prospectively. The adoption of ASC 810 did not have a material impact on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133 (SFAS 133) (ASC 815 Derivatives and Hedging) “ASC 815”. This statement is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The provisions of ASC 815 are effective for fiscal years beginning after November 15, 2008. This statement was effective for us on January 1, 2009. Early adoption of this provision was prohibited. The adoption of this statement did not have a material impact on our financial statements.
In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets (ASC 350-30 General Intangibles Other than Goodwill) “ASC 350-30”. ASC 350-30 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective prospectively for intangible assets acquired or renewed after January 1, 2009. The adoption of ASC 350-30 did not have a material impact on our financial statements.
On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1 , Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (ASC 470-20 Debt with Conversion and Other Options) “ASC 470-20”. ASC 470-20 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, ASC 470-20 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. ASC 470-20 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. ASC 470-20 was effective for us on January 1, 2009. The adoption of ASC 470-20 did not have a material impact on our results of operations or financial position.
On June 16, 2008, the FASB issued FASB Staff Position No. EITF 03-6-1 , Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (ASC 260 Earnings per Share) “ASC 260”, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. ASC 260 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. ASC 260 was effective for us on January 1, 2009. The adoption of ASC 260 did not have a material impact on our results of operations or financial position.
In June 2008, the FASB issued EITF Issue 07-5, Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock (ASC 815-40 Contracts in Entity’s own Equity) “ASC 815-40”. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133 Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. ASC 815-40 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. ASC 815-40 was effective for us on January 1, 2009. Adoption of ASC 815-40 did not have a material impact on our financial statements.
Effective April 1, 2009, the Company adopted FASB ASC 855-10, Subsequent Events - Overall (“ASC 855-10”). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date - that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855-10 did not have a material impact on the Company’s consolidated results of operations or financial condition. The Company has evaluated subsequent events from December 31, 2009 to the date the financial statements were issued.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
GlobeTrac is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 8.
Item 8. Financial Statements and Supplementary Data.
GLOBETRAC INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statement of Stockholders’ Deficit and Comprehensive Income
Statements of Cash Flows
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
GlobeTrac, Inc.
We have audited the accompanying balance sheets of GlobeTrac, Inc., as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit and comprehensive income, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GlobeTrac, Inc. as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Mendoza Berger & Company, LLP
Mendoza Berger & Company, LLP
Irvine, California
March 25, 2010
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Nature of Operations
GlobeTrac Inc. (GlobeTrac or the Company) was incorporated in the state of Delaware on March 2, 2000 as 411 Place.com, Inc. On February 28, 2001, the Company changed its name to Artescope, Inc. and on July 29, 2002 changed its name to GlobeTrac Inc. The Company’s principal executive offices are headquartered in Canada. On August 27, 2002 the Company acquired 100% of the shares of Global Axxess Corporation Limited (Global Axxess), a company incorporated in Ireland. On June 12, 2008 the Company sold its shares of Global Axxess, its only subsidiary. Global Axxess owned 100% of the issued and outstanding shares of Globetrac Limited (Limited), a company incorporated in the United Kingdom, until March 20, 2007 when Limited was officially dissolved and all of Limited’s assets and liabilities were assumed by GlobeTrac. As a result of terminating its operations in Europe, the Company is seeking new business opportunities.
The Company was in the business of selling, marketing, distributing and installing global wireless tracking and telematics equipment in Europe until November 1, 2004 when they exchanged certain of their assets and certain liabilities in Globetrac Limited and their rights to the global wireless tracking and telematics business in Europe for a six percent royalty on gross sales of all existing and qualified potential customers that the Company has in Europe.
In these notes, the terms “Company”, “we”, “us” or “our” mean GlobeTrac Inc. whose operations are included in these unaudited financial statements.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassifications
Certain prior period amounts in the accompanying financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.
Accounting Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
For purposes of the balance sheets and statements of cash flows, the Company considers all amounts on deposit with financial institutions and highly liquid investments with an original maturity of 90 days or less to be cash equivalents. At December 31, 2009 and 2008, the Company had no cash equivalents.
Accounts Receivable
Receivables represent valid claims against debtors for royalties arising on or before the balance sheet date and are reduced to their estimated net realizable value. An allowance for doubtful accounts is based on an assessment of the collectibility of all past due accounts. At December 31, 2009 and 2008, our allowance for doubtful accounts was $0.
Revenue Recognition
Royalty revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the royalty income is determinable and collectibility is reasonably assured.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial Instruments
Foreign Exchange Risk
The Company is subject to foreign exchange risk on our royalty revenue which is denominated in UK pounds and some purchases which are denominated in Canadian dollars. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar. Foreign exchange rate fluctuations may adversely impact the Company’s results of operations as exchange rate fluctuations on transactions denominated in currencies other than our functional currency result in gains and losses that are reflected in our Income Statement. To the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency-denominated transactions will result in increased net revenue. Conversely, the Company’s net revenue will decrease when the U.S. dollar strengthens against foreign currencies. The Company does not believe that it has any material risk due to foreign currency exchange.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued liabilities and accrued professional fees. The fair value of these financial instruments approximate their carrying values due to their short maturities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable.
At December 31, 2009 and 2008, the Company had approximately $13,000 and $26,000 respectively, in cash on deposit with a large chartered Canadian bank. At December 31, 2009 and 2008, $0 and $1,000 respectively, of this cash was not insured. As part of its cash management process, the Company performs periodic evaluations of the relative credit standing of this financial institution. The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on its cash.
Accounts receivable consists of royalty income from one customer and is not collateralized. Management continually monitors the financial condition of its customer to reduce the risk of loss. The Company routinely assesses the financial strength of its source of revenue income and as a consequence, concentration of credit risk is limited. At December 31, 2009 and 2008, the Company had $4,886 and $43,829 in royalties’ receivable from this customer.
Comprehensive Income
Comprehensive income reflects changes in equity that results from transactions and economic events from non-owner sources. The Company had $13,412 and $16,808 in accumulated other comprehensive income for the years ended December 31, 2009 and 2008, respectively, from its foreign currency translation.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Stock-Based Compensation
The Company accounts for Stock-Based Compensation in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 718 “Compensation - Stock Compensation”, which requires recording expense for stock compensation based on a fair value based method.
The Company uses the “modified prospective method” which requires the Company to recognize compensation costs for all stock-based payments granted, modified or settled in financial statements.
The Company has no outstanding options or warrants at December 31, 2009 and 2008.
Basic and Diluted Net Earnings (Loss) Per Common Share (EPS)
Basic net earnings (loss) per share is computed by dividing the net earnings (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period).
At December 31, 2009 and 2008, the Company did not have any outstanding options or warrants. All of the Company’s convertible debt was converted or forgiven during the year ended December 31, 2008. Potential common shares have been excluded from the diluted loss per share computation in net loss periods as their inclusion would be anti-dilutive.
Segment Reporting
The Company is centrally managed, has limited operations and operates in one business segment.
Recent Accounting Pronouncements
In June 2009, the FASB issued Statement No. 168, Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162 (ASC 105, Generally Accepted Accounting Principles) “ASC 105”. ASC 105 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. ASC 105 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. ASC 105 will be effective for financial statements issued for reporting periods that end after September 15, 2009, which means July 1, 2009 for GlobeTrac, Inc. The adoption of the Codification did not have an impact on our financial position or results of operations.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations,(ASC 805, Business Combinations) “ASC 805”,, which replaces SFAS 141, Business Combinations. ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This Statement also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values.ASC 805 makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this Statement. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. We expect ASC 805 will have an impact on our accounting for future business combinations, but the effect is dependent upon the acquisitions that are made in the future.
In December 2007, the EITF of the FASB reached a consensus on Issue No. 07-1, Accounting for Collaborative Arrangements ,(ASC 808, Collaborative Arrangements) “ASC 808”. The EITF concluded on the definition of a collaborative arrangement and that revenues and costs incurred with third parties in connection with collaborative arrangements would be presented gross or net based on the criteria in EITF 99-19 and other accounting literature. Based on the nature of the arrangement, payments to or from collaborators would be evaluated and its terms, the nature of the entity’s business, and whether those payments are within the scope of other accounting literature would be presented. Companies are also required to disclose the nature and purpose of collaborative arrangements along with the accounting policies and the classification and amounts of significant financial-statement amounts related to the arrangements. Activities in the arrangement conducted in a separate legal entity should be accounted for under other accounting literature; however required disclosure under ASC 808 applies to the entire collaborative agreement. This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and is to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. ASC 808 was effective for us on January 1, 2009. Adoption of ASC 808 did not have a significant impact on our financial statements.
Effective January 1, 2009, Globetrac, Inc. adopted Financial Accounting Standards Board's Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51 (ASC 810, Consolidation) “ASC 810”. ASC 810 changed the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. ASC 810 required retrospective adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of ASC 810 will be applied prospectively. The adoption of ASC 810 did not have a material impact on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133 (ASC 815 Derivatives and Hedging) “ASC 815”. This statement is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The provisions of ASC 815 are effective for fiscal years beginning after November 15, 2008. This statement was effective for us on January 1, 2009. Early adoption of this provision was prohibited. The adoption of this statement did not have a material impact on our financial statements.
In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets (ASC 30-50 General Intangibles Other than Goodwill) “ASC 30-50”. ASC 30-50 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This ASC is effective prospectively for intangible assets acquired or renewed after January 1, 2009. The adoption of ASC 30-50 did not have a material impact on our financial statements.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (ASC 470-20 Debt with Conversion and Other Options) “ASC 470-20”. ASC 470-20 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, ASC 470-20 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. ASC 470-201 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. ASC 470-20 was effective for the Company on January 1, 2009. The adoption of ASC 470-20 did not have a material impact on our results of operations or financial position or our earnings per share share calculations.
On June 16, 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (ASC 260 Earnings per Share) “ASC 260”, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. ASC 260 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. ASC 260 was effective for the Company on January 1, 2009. The adoption of ASC 260 did not have a material impact on our results of operations or financial position.
In June 2008, the FASB issued EITF Issue 07-5, Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock (ASC 815-40 Contracts in Entity’s own Equity) “ASC 815-40”. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133 Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. ASC 815-40 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. ASC 815-40 was effective for us on January 1, 2009. Adoption of ASC 815-40 did not have a material impact on our financial statements.
Effective April 1, 2009, the Company adopted FASB ASC 855-10, Subsequent Events - Overall (“ASC 855-10”). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date - that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855-10 did not have a material impact on the Company’s consolidated results of operations or financial condition. The Company has evaluated subsequent events from December 31, 2009 to the date the financial statements were issued.
NOTE 3 - GOING CONCERN
The Company was in the business of selling, marketing, distributing and installing global wireless tracking and telematics equipment in Europe until November 1, 2004 when it exchanged its rights to sell, market, distribute and install global wireless tracking and telematics equipment in Europe as well as specific assets and liabilities, for a royalty of 6% on future gross sales to current customers and qualified potential customers in Europe. There is no cap on the royalties and royalties are to be paid for the duration of 11 years, ending October 31, 2015. The Company has an accumulated deficit of $1,408,292 since inception and additional financing will be required by the Company to fund and support its operations. Management plans to mitigate its losses in future years by controlling its operating expenses and seeking out new business opportunities. However, there is no assurance that the Company will be able to obtain additional financing, control their operating expenses or be successful in locating or acquiring a viable business. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 4 - CONVERTIBLE NOTES PAYABLE AND RELATED ACCRUED INTEREST DUE ON DEMAND
On June 23, 2008, the holders of convertible notes payable totaling $511,660 agreed to forgive the debt.
On June 30, 2008, a convertible note payable in the amount of $162,149 was converted into 6,485,970 shares of the Company’s common stock at $0.025 per share. A difference between the conversion price of $0.025 and market price on the date of conversion of $0.001 per share resulted in the Company recording $155,663 to forgiveness of debt. (Note 8)
On June 23, 2008, the holder of a convertible note payable in the amount of $75,000 agreed to forgive the note.
On June 30, 2008, convertible notes payable totaling $760,940 were converted into 30,437,600 shares of the Company’s common stock at $0.025 per share. A difference between the conversion price of $0.025 and market price on the date of conversion of $0.001 per share resulted in the Company recording forgiveness of debt of $730,503. (Note 8)
On June 23, 2008, $540,014 in interest accrued on the convertible notes payable was forgiven.
NOTE 5 - ADVANCES PAYABLE
On June 23, 2008 $15,974 in advances payable were forgiven.
On June 30, 2008, $16,385 in advances payable were converted into 655,400 shares of the Company’s common stock at $0.025 per share. The difference between the conversion price of $0.025 and the market price on the date of conversion of $0.001 per share resulted in the Company recording forgiveness of debt of $15,730. (Note 8)
NOTE 6 - DUE TO RELATED PARTIES
(a) During the years ended December 31, 2009 and 2008 the Company paid $94,500 and $65,625 respectively, in administrative fees to a company sharing a common director.
On June 23, 2008, $161,550 in debt was forgiven by companies sharing a common director.
On June 30, 2008, a $13,766 advance payable to a director was converted into 550,626 shares of the Company’s common stock at $0.025 per share. The difference between the conversion price of $0.025 and the market price on the date of conversion of $0.001 per share resulted in the Company recording forgiveness of debt of $13,215. (Note 8)
On June 30, 2008, $239,090 in accrued management fees due to a former director were converted into 9,563,602 shares of the Company’s common stock at $0.025 per share. The difference between the conversion price of $0.025 and the market price on the date of conversion of $0.001 per share resulted in the Company recording forgiveness of debt of $229,526. (Note 8)
NOTE 7 - NOTE PAYABLE TO RELATED PARTY
On June 30, 2008, the note payable to a related party in the amount of $500,000 was converted into 20,000,000 shares of the Company’s common stock at $0.025 per share. The difference between the conversion price of $0.025 and the market price on the date of conversion of $0.001 per share resulted in the Company recording forgiveness of debt of $480,000. (Note 8)
On June 23, 2008, $267,227 in accrued interest was forgiven.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 8 - COMMON STOCK
On June 30, 2008, the Company issued 67,693,198 shares of their common stock at $0.025 per share in settlement of $1,692,330 in debt. A difference between the conversion price of $0.025 and market price on the date of conversion of $0.001 per share resulted in the Company recording $1,624,637 as forgiveness of debt. (Notes 4, 5, 6 and 7)
NOTE 9 - SALE OF SUBSIDIARY
On June 12, 2008 the Company sold all of its shares in Global Axxess for $2 to unrelated parties. The sale of Global Axxess did not have any effect on the Companies operations because Global Axxess was inactive.
NOTE 10 - ROYALTY AGREEMENT
On November 1, 2004 the Company agreed, pursuant to a termination and transfer agreement, to discontinue, marketing, distributing and installing global wireless tracking and telematics equipment in Europe, which was carried on through its wholly-owned subsidiary, GlobeTrac Limited, in exchange for certain assets and liabilities and a six percent royalty to be paid to GlobeTrac Inc. on gross sales of all existing and qualified potential customers that the Company had in Europe. This royalty agreement expires on October 31, 2015.
NOTE 11 - INCOME TAXES
Income tax expense has not been recognized for the years ended December 31, 2009 and 2008 and no taxes were payable at December 31, 2009 or 2008 because the Company has incurred losses since its inception.
The company has made a provision for state franchise taxes payable to the States of Delaware and California as set out in the following table:
The following table sets out the Company’s net tax gains (losses) at December 31:
The entire forgiveness of debt in the amount of $3,196,062 is deemed non-taxable due to the Company’s technical insolvency as of June 30, 2008, as described in Section 108 of the Internal Revenue Code. At June 30, 2008, liabilities exceed total assets by approximately $3.3 million. In addition, in accordance with Federal Income Tax Regulation 1.108-7(a) (2), the Company’s net operating loss carry forward has been permanently offset by $3,196,062, the amount of the forgiveness of debt deemed to be non-taxable by the Company’s technical insolvency. Therefore, the Company had no remaining U.S. net operating loss carry forward at December 31, 2008.
GLOBETRAC INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
NOTE 11 - INCOME TAXES (Continued)
At December 31, 2009 and 2008 the Company had the following deferred tax assets that primarily relate to net operating losses. A 100% valuation allowance has been established; as management believes it is more likely than not that the deferred tax assets will not be realized:
The Company’s valuation allowance increased during 2009 by $31,239 following a decrease in 2008 of $834,177.
At December 31, 2009 and 2008, the Company had the following net operating loss carryforwards (NOLs):
The federal and state NOL’s expire at December 31, 2029.
NOL’s incurred prior to May 6, 2002 are subject to an annual limitation due to the ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused annual limitations may be carried over to future years until the net operating losses expire. Utilization of net operating losses may also be limited in any one year by alternative minimum tax rules.
The Company files income tax returns in U.S. federal and various state jurisdictions. The Company is beyond the statute of limitations subjecting it to U.S. federal and state income tax examinations by tax authorities for years before 2006 and 2005, respectively. The Company is not currently subject to any income tax examinations by any tax authority. Should a tax examination be opened, management does not anticipate any tax adjustments, if accepted, that would result in a material change to its financial position.
NOTE 12 - COMMITMENT
The Company had no contingencies or long-term commitments at December 31, 2009. Due to the forgiveness of debt and conversion of debt into common shares of the Company, the Company had no contractual obligations at December 31, 2009.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are no changes in and disagreements with GlobeTrac’s accountants on accounting and financial disclosure. GlobeTrac’s principal independent registered public accounting firm since February 21, 2006 to the current date is Mendoza Berger & Company, L.L.P., 9838 Research Drive, Irvine California, 92618.
Effective February 21, 2006, GlobeTrac’s board of directors approved a change in GlobeTrac’s independent auditors. None of the reports of Hall & Company, Certified Public Accountants Inc. on the financial statements of GlobeTrac’s for the fiscal years ended December 31, 2004 and 2003 contained any adverse opinion or disclaimer of opinion, but did contain an uncertainty as to the Company’s ability to continue as a going concern. Although audited statements prepared by Hall & Company, Certified Public Accountants Inc. contained a going concern qualification, such financial statements did not contain any adjustments for uncertainties stated therein, nor have there been at any time, disagreements between GlobeTrac and Hall & Company, Certified Public Accountants Inc. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
GlobeTrac retained the accounting firm of Mendoza Berger & Company, L.L.P., to serve as its independent registered public accounting firm to audit its financial statements beginning with the year ended December 31, 2005. This engagement became effective February 21, 2006. Prior to its engagement as GlobeTrac’s independent auditors, Mendoza Berger & Company, L.L.P., had not been consulted by GlobeTrac either with respect to the application of accounting principles to a specific transaction or the type of audit opinion that might be rendered on GlobeTrac’s financial statements or on any other matter that was the subject of any prior disagreement between GlobeTrac and its previous certifying accountants.
GlobeTrac elected to remain with its current audit engagement partner, who changed independent registered public accounting firms. Management is pleased with the audit engagement partner’s past services and thinks the audit engagement partner’s familiarity with GlobeTrac’s activities from inception merited the transition to the new firm.
Item 9A.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by GlobeTrac’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of GlobeTrac’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, GlobeTrac’s management concluded, as of the end of the period covered by this report, that GlobeTrac’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Management’s Report on Internal Controls over Financial Reporting
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. GlobeTrac’s internal control over financial reporting is a process designed under the supervision of GlobeTrac’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of GlobeTrac’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
·
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of GlobeTrac’s assets;
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of GlobeTrac’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, it was found that the internal controls can be relied upon.
GlobeTrac’s independent auditors have not issued an attestation report on management’s assessment of GlobeTrac’s internal control over financial reporting. As a result, this annual report does not include an attestation report of GlobeTrac’s independent registered public accounting firm regarding internal control over financial reporting. GlobeTrac was not required to have, nor has GlobeTrac, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit GlobeTrac to provide only management’s report in this annual report.
Changes in Internal Controls
As of the end of the period covered by this report, there have been no changes in GlobeTrac’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2009, that materially affected, or are reasonably likely to materially affect, GlobeTrac’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
During the fourth quarter of the fiscal year covered by this Form 10-K, GlobeTrac reported all information that was required to be disclosed in a report on Form 8-K.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance.
(a) Identify Directors and Executive Officers
Each director of GlobeTrac or its subsidiaries holds office until (i) the next annual meeting of the stockholders, (ii) his successor has been elected and qualified, or (iii) the director resigns.
GlobeTrac’s and its subsidiaries’ management teams are listed below.
David Patriquin ● Mr. Patriquin (67) has been a director of GlobeTrac since November 2002. Mr. Patriquin is a businessman who operates several private businesses, including a private mortgage business, a restaurant and lounge since 1984, and a real estate investment company since 1979.
John daCosta ● Mr. daCosta (45) has been the CFO and Corporate Secretary of GlobeTrac since May 2002 and the CEO and President of GlobeTrac since February 2006. Mr. daCosta was a director of Globetrac’s subsidiary Global Axxess from August 2002 until it was sold in June of 2008. In the past five years, Mr. daCosta has worked with numerous public and private companies in providing accounting and management services.
(b) Identify Significant Employees
GlobeTrac does not have any significant employees.
(c) Family Relationships
There are no family relationships among the directors, executive officers or persons nominated or chosen by GlobeTrac to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings
(1)
No bankruptcy petition has been filed by or against any business of which any director was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
(2)
No director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other minor offences).
(3)
No director has been subject to any order, judgement, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
(4)
No director has been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.
(e) Compliance with Section 16(a) of the Exchange Act.
All reports were filed with the SEC on a timely basis and GlobeTrac is not aware of any failures to file a required report during the period covered by this annual report.
(f) Nomination Procedure for Directors
GlobeTrac does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. GlobeTrac has not adopted a policy that permits shareholders to recommend nominees for election as directors or a process for shareholders to send communications to the board of directors. However, pursuant to Section 3 of Article III of GlobeTrac’s By-laws, shareholders are able to provide GlobeTrac with information for nominees for directors subject to the conditions provided in Section 3 of Article III of GlobeTrac’s By-laws.
(g) Audit Committee Financial Expert
GlobeTrac has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. GlobeTrac’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. GlobeTrac’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of GlobeTrac and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.
(h) Identification of Audit Committee
GlobeTrac does not have a separately-designated standing audit committee. Rather, GlobeTrac’s entire board of directors perform the required functions of an audit committee. Currently, David Patriquin and John daCosta are the only members of GlobeTrac’s audit committee. Mr. Patriquin meets GlobeTrac’s independent requirements for an audit committee member but Mr. daCsota does not meet GlobeTrac’s independent requirements for an audit committee member. See Item 13. (c) Director Independence below for more information on independence.
GlobeTrac’s audit committee is responsible for: (1) selection and oversight of GlobeTrac’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by GlobeTrac’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.
As of December 31, 2009, GlobeTrac did not have a written audit committee charter or similar document.
(i) Code of Ethics
GlobeTrac has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO. A copy of GlobeTrac’s adopted code of ethics is attached to this annual report. See Exhibit 14 - Code of Ethics for more information. GlobeTrac undertakes to provide any person with a copy of its code of ethics free of charge. Please contact John daCosta at 604-648-0528 to request a copy of GlobeTrac’s code of ethics. Management believes GlobeTrac’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
Item 11.
Item 11. Executive Compensation.
GlobeTrac has paid $94,500 in compensation to its named executive officers during its 2009 fiscal year.
SUMMARY COMPENSATION TABLE
(1)
John daCosta was also the CEO of GlobeTrac from May 2002 to September 2002.
(2)
Paid or accrued to DaCosta Management Corp., which John daCosta is the sole director and shareholder, for professional, administrative and accounting services.
Since GlobeTrac’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between GlobeTrac and any of its directors whereby such directors are compensated for any services provided as directors.
There are no other employment agreements between GlobeTrac and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of GlobeTrac or from a change in a named executive officer’s responsibilities following a change in control.
Item 12.
Item 12. Security Ownership of Certain Beneficial Holders and Management.
(a) Security Ownership of Certain Beneficial Owners (more than 5%)
[1]
The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.
[2]
Based on 89,883,198 shares of Common Stock issued and outstanding as of March 29, 2009.
[3]
This number includes 320,000 shares that are beneficially owned indirectly.
[4]
This number includes 4,000,000 shares that are beneficially owned indirectly.
(b) Security Ownership of Management
[1]
Based on 89,883,198 shares of Common Stock issued and outstanding as of March 29, 2010.
[2]
This number includes 320,000 shares that are beneficially owned indirectly.
(c) Changes in Control
Management is not aware of any arrangement that may result in a change in control of GlobeTrac.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
(a) Transactions with Related Persons
Since the beginning of GlobeTrac’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which GlobeTrac was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of GlobeTrac’s total assets at year-end for the last three completed fiscal years, except for the following:
-
DaCosta Management Corp., a company controlled by a director of GlobeTrac, billed $94,500 in administrative fees.
-
In the year ended December 31, 2008 Da Costa Management Corp. billed $65,625.
(b) Promoters and control persons
During the past five fiscal years, John daCosta and Jim Pratt have been promoters of GlobeTrac’s business, but neither of these promoters have received anything of value from GlobeTrac or its subsidiaries nor is any person entitled to receive anything of value from GlobeTrac or its subsidiaries for services provided as a promoter of the business of GlobeTrac and its subsidiaries.
(c) Director independence
GlobeTrac’s board of directors currently consists of David Patriquin and John daCosta. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, GlobeTrac’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of GlobeTrac or any other individual having a relationship which, in the opinion of GlobeTrac’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from GlobeTrac in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of GlobeTrac’s stock will not preclude a director from being independent.
In applying this definition, GlobeTrac’s board of directors has determined that Mr. Patriquin does qualify as an “independent director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual but Mr. daCosta does not qualify as an “independent director” pursuant to Rule 4200(a)(15) of the NASDAQ Manual.
As of the date of the report, GlobeTrac did not maintain a separately designated compensation or nominating committee.
GlobeTrac has also adopted this definition for the independence of the members of its audit committee. David Patriquin and John daCosta serve on GlobeTrac’s audit committee. GlobeTrac’s board of directors has determined that (1) Mr. Patriquin is “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act, and (2) Mr. daCosta is not “independent”.
Item 14.
Item 14. Principal Accounting Fees and Services
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for GlobeTrac’s audit of annual financial statements and for review of financial statements included in GlobeTrac’s Form 10-Q’s or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
2009 - $19,008 - Mendoza Berger & Company, L.L.P.
2008 - $30,027 - Mendoza Berger & Company, L.L.P.
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of GlobeTrac’s financial statements and are not reported in the preceding paragraph:
2009 - $0 - Mendoza Berger & Company, L.L.P.
2008 - $3,076 - Mendoza Berger & Company, L.L.P.
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
2009 - $3,441 - Mendoza Berger & Company, L.L.P.
2008 - $3,235 - Mendoza Berger & Company, L.L.P.
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
2009 - $0 - Mendoza Berger & Company, L.L.P
2008 - $0 - Mendoza Berger & Company, L.L.P.
(6) The percentage of hours expended on the principal accountant’s engagement to audit GlobeTrac’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was nil %.
Item 15.
Item 15. Exhibits, Financial Statements Schedules.
1. Financial Statements
Financial statements of GlobeTrac Inc. have been included in Item 8 above.
2. Financial Statement Schedules
All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.
3. Exhibits
All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to GlobeTrac’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-33309 and SEC File Number333-66590.
Exhibit
Description
Status
3.1
Articles of Incorporation filed as an exhibit to GlobeTrac’s registration statement on Form SB-2 filed on August 2, 2001, and incorporated herein by reference.
Filed
3.2
Bylaws filed as an exhibit to GlobeTrac’s registration statement on Form SB-2 filed on August 2, 2001, and incorporated herein by reference.
Filed
3.3
Certificate of Amendment to Articles of Incorporation changing the Issuer’s name to GlobeTrac Inc. filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 15, 2003, and incorporated herein by reference.
Filed
3.4
Notification of Dissolution for Globetrac Limited dated March 14, 2007 filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 16, 2007, and incorporated herein by reference.
Filed
10.1
Master Distributorship Agreement dated June 19, 2002 among WebTech Wireless International, WebTech Wireless Inc. and Global Axxess Corporation Limited filed as an attached exhibit to GlobeTrac’s Form 8-K (Current Report) filed on September 11, 2002, and incorporated herein by reference.
Filed
10.2
Loan Agreement dated November 27, 2002 between GlobeTrac Inc. and David Patriquin with attached promissory note dated November 27, 2002, filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 15, 2003, and incorporated herein by reference.
Filed
10.3
Amendment Letter Agreement dated June 4, 2003, between WebTech Wireless International Inc. and Globetrac Limited for the purpose of amending terms of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 7, 2004, and incorporated herein by reference.
Filed
10.4
Amendment Letter Agreement dated March 8, 2004 between WebTech Wireless International Inc. and Globetrac Limited for the purpose of amending terms of the Master Distributorship Agreement filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 7, 2004, and incorporated herein by reference.
Filed
10.5
Letter Agreement dated November 26, 2004, among Global Axxess Corporation Limited, WebTech Wireless International and WebTech Wireless Inc. filed as an exhibit to GlobeTrac’s Form 8-K filed on December 22, 2004, and incorporated herein by reference.
Filed
10.6
Termination and Transfer Agreement dated for reference November 1, 2004, among Global Axxess Corporation Limited, WebTech Wireless International and WebTech Wireless Inc. filed as an exhibit to GlobeTrac’s Form 8-K filed on November 14, 2005, and incorporated herein by reference.
Filed
Code of Ethics filed as an exhibit to GlobeTrac’s Form 10-KSB filed on April 15, 2003, and incorporated herein by reference.
Filed
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Included
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Included
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, GlobeTrac Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of GlobeTrac Inc. and in the capacities and on the dates indicated have signed this report below.