2-track Global, Inc (TOTG) - Description of business
2-Track Global, Inc. (referred to as "2-Track," the "Company" or "we" or "our") is a Nevada corporation formerly known as ECP Ventures, Inc. As a result of the Exchange Transaction discussed below, 2-Track's business is now the business previously carried on by 2-Track Limited, a British corporation ("Limited"). Limited is a UK-based company which was formed and started doing business in October 2002. Limited's current business focuses on technologies for the tracking, monitoring and security of remote assets from any point in the world, whether static (such as pipelines or wells) or mobile (such as vehicles, vessels and containers). HistoryThe Company was originally incorporated as ECP Ventures, Inc. in the state of Nevada on March 12, 2002. The Company was originally formed as an exploration stage company with the intention of acquiring, exploring and developing various gold mining properties. In April 2002, the Company entered into an option agreement pursuant to which it acquired a mining interest in property located in the Alberni mining division in British Columbia, Canada (the "Mining Property"). In April of 2002, the Company had a geologist report prepared relating to the Mining Property. Over the next 2-1/2 years, the Company raised debt and equity capital in order to finance the preliminary exploration costs relating to the Mining Property. The Company pursued this mining business until November 30, 2004 at which time it terminated the option agreement and entered into the Exchange Transaction with Limited which is discussed below. Exchange TransactionOn November 30, 2004, ECP Ventures, Inc. (the "Company") entered into and consummated a Plan and Agreement of Reorganization between the Company and 2-Track Limited and certain stockholders of 2-Track Limited (the "Exchange Transaction"). Pursuant to the Exchange Transaction, the Company acquired all of the issued and outstanding shares of 2-Track Limited, a British corporation in exchange for 4,500,000 (pre-split) shares of the common stock of the Company. As a result of the Exchange Transaction, Limited became a wholly owned subsidiary of the Company and the nine former shareholders of Limited now own, in the aggregate, approximately 60% of the Company's outstanding common stock. As a result of the Exchange Transaction, the business formerly conducted by Limited became the primary business of the Company. The assets, liabilities and revenue and expenses of Limited and the Company are reported on a consolidated basis for financial statement purposes.In conjunction with this Exchange Transaction, Chen Peng and James W. McLeod resigned as the officers and directors of the Company and Woo Sun Mike Jung and Jimmy Millard were appointed as new directors of the Company filling the vacancies of Messrs. Peng and McLeod. The new directors joined Ted Oldham who was previously appointed to the Board on November 22, 2004. Also on November 30, 2004, the Board appointed the following individuals as the new officers of the Company: Woo Sun Mike Jung as the new Chief Executive Officer and President; Jimmy Millard as the new Chief Financial Officer; and Jin Young Shin as the new Corporate Secretary. See Item 5.02 below for further information on the new executive officers and directors of the Company.In January 2005 Ted Oldham resigned as director of 2-Track and Jae Moon Hyun was appointed as a director of 2-Track on January 27, 2005. Jimmy Millard reigned as a director of 2-Track as well as the Chief Financial Officer. In conjunction with Jimmy Millard's resignation the Board appointed Woo Sun Mike Jung as the new Chief Financial Officer. BusinessOur business plan focuses on four specific telematics business segments - namely commercial fleet management applications for Vehicles, Marine, and Shipping Containers, as well as a consumer application for Leisure Marine & Exploration all of which have an inherent asset tracking and security capability. Technology Based Solutions2-Track, through its wholly-owned subsidiary Limited, owns the patent rights to PRISMS™ which stands for Positional Real-time Integrity and Status Monitoring System. This is logistics-oriented technology currently in development which combines a stand alone data capture and radio frequency identification (RFID) transmission device with a relay station for access to a low-earth satellite network. It is intended that PRISMS™ units will be applicable to high volume freight transport assets such as containers enabling them to report intelligently via fixed and mobile intermodal transport infrastructure including ports/terminals, ships, trains and trucks. We have entered into an agreement with ChengHolin Technology to collaborate on developing the PRISMS™ technology by developing a solution for tracking a company's personnel and assets utilizing ChengHolin's existing IP known as "pTrac."The PRISMS™ technology is offered as either an OEM option for manufacturers or leasing companies, as well as an aftermarket option for end-user or customer (e.g. shipper) retrofit.By utilizing a hybrid RFID-satellite architecture through a low-earth orbit network, 2-Track's solution offers all the advantages of RFID weight and cost combined with the global reach of direct satellite communications, providing significant benefit over RFID-only or satellite-only technology alternatives.Technology teaming partners include Korea Orbcomm - a low earth orbit satellite network operator, Muwon Corporation - a Korean container seal manufacturer, ME - a UK-based GSM enabled tracking unit supplier, ChengHolin Technology - a Taiwanese GPRS enabled tracking unit supplier, ESRI (UK) - a leading GIS software and mapping company, and Thatcham - a UKvehicle safety research company. Additional RFM/RFID partnership will likely be announced during 2006. Vehicle Fleet Management – CONDOR FMS We currently supports a multi-functional tracking and status monitoring system for operators of both small and large vehicle fleets called Condor FMS. This system is presently offered on any 900MHz or 1800MHz GSM Network for European haulage and vehicle rental markets.In September 2005 we also launched a General Packet Radio System (GPRS) version which will extend its tracking applications to 1900MHz networks intended for U.S. based customers.The 2-Track Vehicle Fleet Management System (Condor FMS) performs a combination of management functions which can be handled simultaneously on a single PC, laptop and Internet. Our fleet management applications, currently available in Worldwide include: Real-time tracking Navigation Communication Information Reporting Control Safety and Security The Condor FMS system has sold about 20 hardware units to a pilot customer in the UK during 2004, and is now in full commercial practice. The Company does not intend to allocate significant resources to the overcrowded British market but will focus instead on emerging markets which have (i) a large customer base and potential, and (ii) a large security / monitoring need. This includes countries in Africa, the Middle East, South America and Asia, and will be pursued through VAR / Agency partnerships in those countries.A significant value added reseller (VAR) of the Condor FMS software, TrakTag (Nigeria) is in the process of being appointed in Lagos, Nigeria and to date two copies of the Condor FMS software and some 310 units have been installed in a managed service environment at TrakTag, with specific adaptation of the software to work with Nigerian GIS mapping. Following recent trials with ALC (Abuja Leasing Company), we anticipate securing major new orders in the Nigerian market (estimated at being worth over $10m by 2007) against very limited competition. Also, we expect to deliver internet based software solution for the first time in Nigeria during first half of 2006. We will also deliver PDA based mobile data down load software.We are also pursing a commercial partnership with prospects in the Middle East with emphasis on the GCC States, Iran, Iraq, Egypt, India and Pakistan. In December, 2005, we appointed Hansworth Middle East LLC as exclusive distributor of CONDOR FMS in GCC states. Commercial Marine Fleet Management The 2-Track commercial marine solution is based upon a combination of direct fleet management reporting via low earth orbit ("LEO") satellites combined with RFM/RFID-based data relay for cargo and other wireless alarm systems. The technology centers on 2-Track's P-Station relay unit which combines LEO satellite uplink connectivity with standard GPPS receiver technology to give a near-time picture of any vessel at sea. The P-Station also interfaces with short range radio frequency modules ("RFM") communications to facilitate other PRISMS™-enabled equipment such as container monitoring units (P-Vision), electronic door security devices (P-Seal) and handheld container RFID tag scanners (P-Scan).In addition, PRISMS™ will address the International Maritime Organization ISPS Code (A) changes relating to the installation of ship security alert systems (SSAS) by providing a point of relay for 2-Track's wireless alarm triggers (P-SSAS) - whether deck mounted or carried as a mobile unit - giving each and every crew member a distinct alarm identity. A single alarm activation will provide a shore-based control room with all the details of the ship's position, SOG, COG and other important data at the point the alarm was activated and monitored thereafter. Containerized Cargo We provide Supply Chain Management (SCM) and security data monitoring for containerized cargo. For refrigerated or specialized containers with more intensive data reporting requirements and a power supply, the P-Vision unit can be installed directly into the container superstructure and wires into the control panel and power supply from which it offers any degree of monitoring frequency as well as active alarms. P-Vision is deployable in a dual format as RFM-only or as hybrid RFM-LEO satellite communicator.For dry containers with predominantly security emphasis, an RFM-only variant called P-Guard offers a low profile reporting unit which can be scanned by the P-Station relay unit installed on any intermodal transport asset (ship, train, truck, etc), providing coverage when there is no direct sight of satellite from the container itself (e.g. in a ship's hold or a dock stack). P-Guard uses internationally standardized RFID technology to communicate with 2-Track's RFID P-Seal (see below), as well as third-party container sensors offering door and internal status monitoring.Our proprietary electronic seal (P-Seal) is also part of the PRISMS™ development family. This device is fitted to any container door and, once activated, will send a tamper-alert signal through any vessel or port-mounted relay if cut. It is intended that all P-Seals will be fully readable by all ISO standard RFID scanners and readers, giving the P-Seal expanded compatibility to work within non-PRISMS RFID networks and infrastructures.The PRISMS™ solution is intended to provide operational security and monitoring of container movement and integrity across all normal intermodal transport modes, and can be deployed along side other personnel/based and management-based security systems. As a result, the PRISMS™ data can be routed directly to our fleet management control software which gives management complete visibility of their container fleet history and activity in real time.PRISMS™ will not be finalized for supply chain trials until Autumn 2006 earliest, and subject to successful testing on a variety of structured tradelane pathways and across multiple cargo types, will be phased in commercially from late 2006. We have held early stage talks with two significant logistics players regarding partnering the PRISMS technology through the initial trials. Leisure Marine & Exploration In addition to the commercial fleet management applications discussed above, we have also designed a consumer monitoring solution called Starfish based on PRISMS™ technology which are aimed at yachts, motorboats, off-road and explorer vehicles and similar one-off requirements of individuals or groups.Starfish automatically reports latest position and other criteria being measured at a pre-determined interval to a virtual control center from where we offer web-based access to the data through a secure login procedure. The result is an automated solution for owners, friends or family to track remote assets such as boats, vehicles or groups.Starfish can also be utilized by yacht race organizers and charter companies to manage multiple asset positions automatically at preset intervals to a single website interface-giving graphical representations of entire fleet positions by key identifiers such as class, name, boat type etc.Version 1 of the Starfish equipment is now finalized and has finished two successful land and sea based trials with a round the world yacht FKT (www.fkt.co.kr) as well as ten vehicles taking part in the EurAsia rally featuring vehicles traveling from London, England to Seoul, South Korea to sponsor UNCEF. Also, we are planning to launch next generation Starfish unit with Satellite and GSM hybrid version as well as a different LEO satellite version to offer clients more choices in the market. Starfish portal has been up and running and we are trying to provide our services to the entire marine industry including both the commercial and leisure markets.On December 13, 2005, we entered into an agreement with Saracom Co., Ltd. to develop and manufacture the "Starfish" product for us.Further information regarding 2-Track and its business and technologies are available at www.2-trackglobal.com. The Company's executive offices will be co-located with its sole subsidiary, 2-Track Limited at 35 Argo House, Kilburn Park Road, London, UK, NW6 5LF. 2-Track's telephone number is 011-44-20-7644-0472. Marketing The primary long-term target market for PRISMS™ is the shipping container market which is driven by a combination of counter-terrorism security needs and data management needs in the supply chain. There are multiple players acting within the supply chain and PRISMS deliberately adopts many different configurations to optimize the specific data and security mix that applies to any given player.Players include shippers (cargo owners), ocean carriers, intermodal transport operators and hauliers, third party logistics companies (3PL), agents, as well as customs and port authorities. Approximate Global Markets: 500,000 refrigerated (reefers) or specialist containers (P-Vision) 10 million + standard containers (P-Guard) 150 million + p.a. container door sealing actions (P-Seal) In addition to providing a relay point for other PRISMS™ -units, the P-Station relay also provides commercial marine and fleet management by supporting peripheral devices such as ships security alarm system (SSAS) as required by the IMO for all shipping over 500 tonnes, and electronic seal on container doors (as required by US Customs initiatives). Approximate Global Markets: 1,000 container vessels (P-Station) 30,000 registered vessels over 300 tonnes (P-Station) -SSAS now compulsory 100,000 registered vessels over 50 tonnes (P-Station) - SSAS a possible requirement in future The Leisure Marine market represents another opportunity for us to enter in that it can be served using the satellite components of PRISMS technology without any need for the RFM components. The unit, branded Starfish, will be sold in Europe, Australia and the US through a network of marine electronics dealers and other specialist outlets, and may also have applications for small commercial fleet vessels such as fishing boats. Approximate Global Markets: 600,000 leisure craft 25-50' in EU (Starfish) 450,000 leisure craft 25-50' in the US (Starfish) 35,000 leisure craft 25-50' in Australasia (Starfish) Our vehicle-based fleet management system (FMS) is in operation with a small number of vehicle rental companies. Operating through a commercial GSM network with dual-band roaming, we have now launched a GPRS version in collaboration with our primary GSM modem supplier in the Taiwan - ChengHolin Technology. The 2-Track FMS system was awarded its Thatcham Q Class certification - the UK industry-standard security rating from the leading vehicle testing and safety organization. Approximate Global Markets: UK - 11,000 Freight Transport Association members; 425,000 commercial vehicles EU - over 2 million commercial vehicles India, Pakistan, China, Middle East, Africa, ASEAN - some of the worlds fastest growing freight forwarding/road haulage industries with huge potential for satellite based systems. We will seek to develop an indirect sales force consisting of Franchisees and Value Added Resellers / Agents in geographically distinct markets. We also hope to create partnership distribution channels including marketing arrangements with logistics solution providers, independent software venders and container equipment suppliers. We will also market directly to container manufacturers and lessors. To enhance its marketing partnerships, 2-Track may grant certain exclusive territory rights to its products and technologies.On December 8, 2005, we entered into a marketing and distribution agreement with Hasworth ME LLC whereby Hansworth was appointed as marketing agent to promote and sell 2-Track's Condor FMS System in Middle Eastern markets. CompetitionWe face competitive environments in all its target markets, but of a very mixed and often complex kind.In most commercial fleet management solution markets, we compete head- to- head with many other systems using the same or similar components and utilizing identical wireless telephone networks - whether GSM or GPRS format. With commoditization inevitable in mature markets we have focused on creating software solutions for significant emerging markets where competition is weak and the security need is large. By partnering directly with established resellers with appropriate GIS mapping, technology credentials and often political connections, we are confident of making major inroads in these markets without the need for major marketing expense.The container monitoring market is a highly attractive one because although it is still embryonic, many analysts believe significant opportunities exist in the equipment and services market for both OEM and Aftermarket container monitoring solutions - subject to the outcome of US government policy direction during 2006 and agreement of a set of internationally recognized technical standards.Although small numbers of containers are presently monitored and tracked using RFID scanning technology at major transport nodes, we believe that the real opportunity lies in delivering cost effective end-to-end solutions across all transport modes - in real or near time - with additional data reporting capability such as internal status. Although several different solutions have been developed for both supply chain management (SCM) data needs and container security needs, none has yet been successfully commercially exploited on a large scale. In reality it is likely that the "market" will not evolve into a single solution but into a small number of segments for different cargo and transport requirements - reflecting value, distance, complexity, risk of terrorism and other factors. We intend to target some but not all of these segments with its PRISMS technology, representing an estimated 30-40% of all global container traffic.The most prominent private-sector initiative currently exploring and evaluating "smart" container technology is a multi-party enterprise called Smart and Secure Tradelanes [SST] Initiative which incorporates a number of shippers, port authorities and operators, technology companies and equipment manufacturers in an affiliation to develop a coherent global information network for container security. One of its founder members Savi Technology has significant experience in tracking assets for the US military over many years in remote locations. Government Controls and RegulationsPRISMS is a multi-format communications architecture under development which can be OEM installed during manufacture or retrofitted to any standard dry, refrigerated or specialist container unit to deliver clear operational benefits to both carriers and their clients (shippers) in complying with new regulations - as well as achieving clear economic benefits. The most immediate of these measures are the initiatives affecting the operations and management of international trade supply chains into and out of the US - predominantly: Container Security Initiative - A major strategic initiative launched in January 2002 by the US Customs and Border Patrol (CBP) to ensure that container security measurers are taken at the port of loading by selected US officials on high-risk cargo destined for the US. Customs - Trade Partnership Against Terrorism (C-TPAT) - a currently voluntary scheme launched by the CBP whereby participants in the supply chain work with validation teams from the CBP to demonstrate a certain level of procedural, physical, conveyancing and personnel security through improved documentation, technology adoption, training and other measures. 24 Hour Advanced Manifest Rule - The 24-hour rule requires cargo owners to submit cargo manifest information from any port of loading to US ports at least 24 hours before sailing from the final foreign port. Additionally there are major new maritime measures resulting in changes to the International Maritime Organization (IMO) code on International Ship and Port Facility Security (ISPS) which has seen two new requirements for shipping over 500 gross tones from July 2003 onwards: Automatic Identification Systems (AIS) - a technical requirement for providing data about a ship's position and status through the VHF equipment (short range) prior to reaching a destination port. Ship Security Alert Systems (SSAS) - a technical requirement for providing a discrete alarm mechanism for the ship's crew through existing or newly installed satellite or radio equipment such as a tracking device or GMDSS unit (the current emergency signaling platform). The major backdrop to the Commercial Marine market is forthcoming legislation and standards adopted by the IMO, which has adopted a number of amendments to the 1974 Safety of Life at Sea Convention (SOLAS), of which the most far-reaching are the new Chapter of the International Ship and Port Facility Security Code (ISPS Code) and detailed new navigation and identification technologies. Chapter 2 Amendments (Security Levels) This chapter applies to passenger ships and cargo ships of 500 gross tonnage and upwards, including high speed craft, mobile offshore drilling units and port facilities serving such ships engaged on international voyages. The ISPS Code amendments took effect on 1 July 2004. The Code contains detailed security-related requirements for Governments, port authorities and shipping companies in a mandatory section (Part A), together with a series of guidelines about how to meet these requirements in a second, non-mandatory section (Part B).The regulation requires Administrations to set security levels and ensure the provision of security level information to ships entitled to fly their flag. Prior to entering a port, or whilst in a port, within the territory of a Contracting Government, a ship shall comply with the requirements for the security level set by that Contracting Government, if that security level is higher than the security level set by the Administration for that ship.This risk management concept will be embodied in the Code through a number of minimum functional security requirements for ships and port facilities. Chapter 5 Amendments (AIS) Regulation XI-2/5 requires all ships to be provided with a ship security alert system, according to a strict timetable that will see most vessels fitted by July 2004 (50,000 tonnes) and the remainder by December 2004.When activated the ship security alert system shall initiate and transmit a ship-to-shore security alert to a competent authority designated by the Administration, identifying the ship, its location and indicating that the security of the ship is under threat or it has been compromised. The system will not raise any alarm on-board the ship. The ship security alert system shall be capable of being activated from the navigation bridge and in at least one other location. Intellectual Property RightsWe own all the intellectual property for its PRISMS™ technology for container monitoring. This includes all the requirements, firmware and software design and planning, and other copyright encompassed in the technical specification for the communications architecture and its specific deployment for the business applications stated in this document, and subject to a PCT Application through the Korean Patent Office in November 2004.We also own the intellectual property rights to two middleware/software applications used for the reporting and presentation of data captured from remote assets such as vehicles, vessels or containers - using PRISMS™ or other GSM-equipped devices, although in most instances third-party GIS licenses are embedded in the final software product. Research and Development ExpendituresDuring fiscal years 2005 and 2004, our subsidiary, 2-Track Limited spent approximately $663,000 and $218,000, respectively, on product research and development. It is expected that expenditures for research and development will increase in the current year as 2-Track looks to develop new end-user products and expand its marketing efforts We decided to write off all accumulated research and development expenses as of December 31, 2005 and expense any future research and development costs as they are incurred. EmployeesOn December 31, 2005, we had three full-time employees and two Directors working at its London offices. Our employees are not subject to a labor contract or collective bargaining agreement. We consider our employee relations to be extremely good. Factors Affecting Future Operating ResultsWe have incurred operating losses since inception and have generated modestly increased revenues during fiscal 2005. As a result of the losses and negative cash flows from operations, our ability to continue operations will depend on our ability to generate increased revenues and the availability of equity/debt financing for working capital. If we are unable to generate sufficient revenues in the near future or obtain outside capital to cover operating expenses, we may be unable to establish or maintain desired levels of business operations.The audit report of our independent accounting firm includes a "going concern" qualification. In the independent accounting firm's opinion, our limited operating history and accumulated net deficit as of December 31, 2005, raise substantial doubt about its ability to continue as a going concern. 2-Track Limited ("Limited") is a start-up company and is in the process of fully implementing its business plan and technologies. Limited commenced its business operations as a private limited company in 2002 and has generated only limited revenues. As a result of the Exchange Transaction, our business is now the same as Limited which has only a limited operating history upon which an evaluation of its future performance can be made. Our future prospects must be considered in light of the risks and difficulties encountered by new companies which have not yet established an operating track record.The success of our technology based business will depend on several factors including: Our ability to maintain competitive prices which provide desired profit margins and expanding our product line; Our success in finalizing the PRISMS™ technology development, in particular the radio frequency module (RFM) component required for scanning and reporting container data in difficult environments such as terminal yards and ship's holds; Our success in further developing an up market black box for US market as well as commercial industry. We also intend to partner with a major car manufacturer to develop and supply OEM telematics solutions.; Our ability to increase consumer awareness of our products and services; Our ability to provide comprehensive solutions which satisfy current and future anti-terrorism government regulation applicable to national and international commerce. The development and marketing of technology products requires significant amounts of capital. To date, both 2-Track and Limited have relied on the sale of equity securities, loans, and limited sales to meet their operational and capital requirements. Because we have limited revenues, it will be necessary to fund our initial operations by selling additional equity or debt securities, secure lines of credit or obtain other third-party financing. The timing and amount of such capital requirements cannot be determined at this time and will depend on a number of factors, including demand for our products and technologies. There can be no assurance that additional financing will be available on satisfactory terms when needed, if at all. Failure to raise additional capital, secure other sources of financing or enter into other corporate transactions would have a material adverse effect on our ability to achieve our intended business objectives. Any future equity financing will result in dilution to current stockholders. Future debt financing will result in interest expense and the risk that we cannot repay such debt when due.We will be competing in the global tracking and monitoring market, a market characterized by intense competition from both established companies and start-up companies. Since the market demands both competitive prices and capabilities, our success depends in part on our ability to enhance existing products and introduce new technologies. This requires us to accurately predict future technology and pricing trends. Unexpected changes in technological standards, the rate of technology adoption, customer demand and pricing of competitive products could adversely affect our operating results if it is unable to respond effectively to such changes. Our current manufacturing structure is particularly subject to various risks associated with its use of offshore contract manufacturers, including changes in costs of labor and materials, reliability of sources of supply and general economic conditions in foreign countries. Unexpected changes in foreign manufacturing or sources of supply, and changes in the availability, capability or pricing of foreign suppliers could adversely affect the Company's business and results of operations. The impact of these risks on our operations is difficult to measure, but the inability to alter our strategic markets, or react properly to changing economic conditions could have an adverse effect on our financial position.Our target markets include end-users, resellers, systems integrators, major accounts and original equipment manufacturers. Due to the relative size of some customers, sales in any one market segment could fluctuate dramatically on a quarter-to-quarter basis. Fluctuations in major accounts and the OEM segment could materially adversely affect our financial condition and results of operations. Additionally, our revenues and results of operations could be adversely affected if we were to lose certain key distribution or development partners.In summary, our net sales and operating results in any particular quarter may fluctuate as a result of a number of factors, including competition in the markets for our products; delays in new product introductions by us; market acceptance of new products and technologies by us or our competitors; changes in product pricing, material costs or customer discounts; the size and timing of customer orders; fluctuations in channel inventory levels; variations in the mix of product sales; manufacturing delays or disruptions in sources of supply; and the pace of the current economic recovery. Our future operating results will depend, to a large extent, on our ability to anticipate and successfully react to these and other factors. Failure to anticipate and successfully react to these and other factors could adversely affect our business and financial condition.In addition to the above, we are also susceptible to other factors that generally affect the market for stocks of technology companies. These factors could affect the price of our stock and could cause such stock price to fluctuate significantly over short periods of time.