ITEM 9.

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

 

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

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

 

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

 

 

 

 

 

                                              

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

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

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

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

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

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

Audit Committee Financial Expert

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

Audit Committee

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

 

 

 

 

Section 16 Beneficial Ownership Compliance

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

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

 

ITEM 10.

EXECUTIVE COMPENSATION.

 

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

 

 

 

 

 

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

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

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

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

Outstanding Equity Awards at Fiscal Year-End

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

Pension and Retirement Plans

 

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

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

Director Compensation

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

 

ITEM 11.

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

 

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

 

 

 

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

 

 

 

 

 

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

 

 

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Certain Relationships and Related Transactions

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

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

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

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

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

Director Independence

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

ITEM 13.

EXHIBITS.

 

 

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

 

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

 

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

 

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

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

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

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

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

 

SIGNATURES

 

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

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

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

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

 

 

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