Annual Reportcontent.equisolve.net/globalpayout/media/d6555342bc6ca33f6b743… · Global Payout, Inc. Annual Report For period ending December 31, 2012 March 26, 2013

G l o b a l PG l o b a l P a y o u t , a y o u t , I n cI n c ..

A n n u a l RA n n u a l R e p o r te p o r t

For period endingFor period ending

D e c e m b e r 3 1 , D e c e m b e r 3 1 , 2 0 1 22 0 1 2

March 26March 26 ,, 201 201 33

Page 2 of 16 2012 Annual Report

PartPart A A -- GeneralGeneral Company Information: Company Information: Item 1) The Exact Name of the Issuer and Its Predecessor:

The exact name of the issuer is Global Payout, Inc., a California corporation (the Company). The issuer’s predecessor’s name was Global Payout, Inc., a Florida corporation until the Florida Corporation merged into its wholly owned subsidiary, Global Payout, Inc., the California Corporation, changing its domicile to California.

Item 2) The address of the Issuer’s principal executive offices are as follows:

Global Payout, Inc. 1835 Sunset Cliffs Blvd, Suite 202

San Diego, CA 92107-‐3147 (T) 619-‐564-‐7811 (F) 215-‐294-‐4626 Email: [email protected]

Website(s): www.globalpayout.com www.globalpayout.net www.globalpayout.info www.moneytrac.net

Investor Relations: None

Item 3) The jurisdiction(s) and date of the Issuer’s incorporation:

The issuer was incorporated in the State of California on July 24, 2009.

Part B Part B -- Share Structure: Share Structure: Item 4) The exact title and class of securities outstanding:

As of December 31, 2012 we had 88,941,880 shares of Common Stock, no par value, issued and outstanding. The CUSIP Number for our common stock is 37951P 105 and our trading symbol for our common stock is GOHE.

Item 5) Par or Stated Value of the Security:

Our capital consists of 200,000,000 shares of common stock no par value and 40,000,000 shares of preferred stock, no par value. We have no shares of preferred stock issued and outstanding.

Common Stock: Voting of Shares: Subject to the provisions of the articles of incorporation and otherwise as may be provided by law, each outstanding share of common stock entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.


Quorum: A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

The Company has not paid any dividends nor adopted any anti-‐takeover provisions. Item 6) (i) The number of shares or total amount of the securities outstanding for each class of

securities authorized at the end of the most recent fiscal-‐quarter: As of December 31, 2012, Global Payout has outstanding shares of 88,941,880 In Common Stock. (i) Period end date: December 31, 2012 (ii) Number of shares authorized: 200,000,000 (iii) Number of shares outstanding: 88,941,880 Number of shares fully diluted 89,521,880 (iv) Freely tradable shares (public float):12,075,104 (v) Total number of beneficial shareholders: 3 (vi) Total number of shareholders of record: 746

As of December 31, 2011, Global Payout has outstanding shares of 69,406,880 in Common Stock.

(i) Period end date: December 31, 2011

(ii) Number of shares authorized: 100,000,000 (iii) Number of shares outstanding: 69,406,880 Number of shares fully diluted: 70,156,880 (iv) Freely tradable shares (public float): 8,923,027 (v) Total number of beneficial shareholders: 4 (vi) Total number of shareholders of record: 732

As of December 31, 2011, Global Payout has no Preferred Stock issued.

(ii) The number of shares or total amount of the securities outstanding for each class of

securities authorized at the end of the last two fiscal years:

As of December 31, 2010, in Common Stock: (i) Period end date: December 31, 2010

(ii) Number of shares authorized: 100,000,000 (iii) Number of shares outstanding: 68,906,880 (iv) Freely tradable shares (public float): 5,012,403 (v) Total number of beneficial shareholders: 4 (vi) Total number of shareholders of record: 727


As of December 31, 2009, in Common Stock: (i) Period end date: December 31, 2009

(ii) Number of shares authorized: 100,000,000 (iii) Number of shares outstanding: 57,506,880 (iv) Freely tradable shares (public float): 5,012,403 (v) Total number of beneficial shareholders: 4 (vi) Total number of shareholders of record: 711

Item 7) Transfer Agent: Corporate Stock Transfer, Inc.

3200 Cherry Creek South Drive, Suite 430 Denver, CO 80209 (T) 303-‐282-‐4800 (F) 303-‐282-‐5800

Our transfer agent is registered under the Securities Exchange Act of 1934.

Part C Part C -- BB usiness Information: usiness Information: Item 8) Nature of Issuers Business:

(A) Business Development

Global Payout began its prepaid debit card operations on April 1, 2009 under a Florida Corporation, CV Financial, Inc. CV Financial, Inc. was incorporated on March 23, 2007 and a Fictitious Name (“Global Payout”) registration was filed on March 26, 2009. Business operations of CV Financial, Inc. were minimal until April 1, 2009, although a Florida corporate bank account existed at Bank of America. From April 1, 2009 through July 24, 2009, Global Payout operated as CV Financial, Inc. and utilized the Florida corporate bank account. On July 24, 2009, Global Payout, Inc. was incorporated in California and a California corporate account was opened at Bank of America on August 5, 2009. Business operations since August 5, 2009 have been operated from the Global Payout, Inc., a California corporation. The issuer’s fiscal year end is December 31. Global Payout has never been in bankruptcy, receivership or similar proceeding. On December 2nd 2010 the Company acquired Global Payout, Inc., a California corporation as a wholly owned subsidiary and simultaneously returned Go Healthy, Inc., the Nevada corporation, back to its founders. As part of the transaction, Charles Caudle resigned as President of Go Healthy, and prior to his resignation and the resignation of the board of directors of Go Healthy, a new board of directors was elected. The new officers and directors are James L. Hancock, Director, President and CEO; Donald J. Steinberg, Chairman and Director; Sharon Hancock, Director; biographies for Mr. Hancock and Mr. Steinberg may be found on the www.globalpayout.com web site. The corporate counsel is Mr. Eric Littman P.A., Attorney at Law, Miami, FL, and the auditor is Silberstein Ungar, PLLC, a SEC audit firm and PCAOB member. On December 28, 2010 the name change from Go Healthy to Global Payout, Inc. took effect. On March 14,


2011 the Company merged into its wholly owned subsidiary, Global Payout, Inc., a California corporation for the purpose of redomicilizing in California. As a result of that, the Company is solely a California corporation without any subsidiaries. The Company intends to file an application with FINRA to change its trading symbol. The Company is not in default on any note, loan, lease, other indebtedness or financing arrangement. The Company’s Common Stock outstanding increased from 69,406,880 to 88,941,880 an increase of 27%. Global Payout is a distinct and separate Company from Go Healthy. Currently no stock splits, dividends, recapitalizations, mergers, acquisitions, spin-‐off or reorganizations are anticipated. The Company has never been de-‐listed or deleted form any exchange or OTC market. There are no legal proceedings or administrative actions pending or threatened regarding the Company or the Company’s securities.

(B) Business of Issuer

Global Payout, Inc., www.globalpayout.com (SIC# 7389) headquartered in San Diego, California is an international independent sales organization in business since 2009, offering multi-‐national companies electronic payment and prepaid debit card solutions. Through Global Payout’s processors and solutions providers, the company offers an international payment platform allowing account-‐holders to move money to personal bank accounts in over 200 countries. In addition, the platform provides for U.S. and international debit cards to allow account-‐holders without bank accounts to access funds worldwide. As a program manager, Global Payout is a provider of prepaid debit cards in the U.S. for payroll and general spend programs. Global Payout, Inc. is a Development Stage Company. The Company is not and has never been a Shell Company. There is no parent, affiliate or subsidiary companies associated with Global Payout, Inc.

Governmental regulations such as State Labor Laws may adversely affect the schedule of fees for debit cards issued by the issuer’s issuing bank. Additionally, governmental regulations may adversely affect bank transfer capability in specific international countries.

Global Payout adheres to an Anti-‐Money Laundering policy:

It is the policy and intention of the Company to act in accordance with

all applicable federal and state laws in the conduct of it’s distribution of Card Products and/or eWallet services which may imply a Money

Transfer business in the state or states and countries where conducting business, and to take proactive steps to detect, prevent and report

possible money laundering and/or suspicious activities. The company


does not want its Card products and services to be used for illegal purposes, and will not do business with anyone who knowingly violates

the law. The Company has not conducted any Research and Development in the last four fiscal years. Global Payout has no costs or effects from compliance with environmental laws at any level of government (federal, state or local). Global Payout has one employee and 5 consultants.

Item 9) Nature of Products or Services offered:

(A) Global Payout, Inc. (www.globalpayout.com) offers payment and acquiring solutions for multi-‐national companies. Global Payout’s third party processing relationships allow companies and marketers an efficient and cost effective method of operating stored value programs and electronic wallets. Specifically, the Company is introducing, as an Independent Sales Organization (ISO), the most robust payment technology coupled with the largest international bank imprint in the industry.

Payout Solutions for multi-‐national companies with affiliates and employees worldwide.

Stored Value Programs (debit cards) for payroll, general spend and retail marketing.

Money Remittance to assist marketing groups targeting overseas foreign workers who are sending money to their country of domicile.

Closed Loop Processing for store chains and geographical locations integrated with debit cards and point of sale networks.

Micro Credit Lines available to qualified eWallet and debit card account holders.

Merchant Acquiring for businesses who require credit and debit card processing.

(B) Global Payout distributes its products and services through various channels including business inquiries generated from our website, outbound telemarketing, relationships with current clients and service providers and independent sales agents. (C) In July, 2012 Global Payout signed an agreement to act as a program manager for an

International Debit MasterCard. In August, 2012 Global Payout formed Global Funding Ltd., a registered company in the United

Kingdom to become Program Manager of prepaid cards using EMV (“Chip and Pin”) technology in the European region.

Also in August, 2012 Global Payout launched its own General Spend Re-‐loadable prepaid debit card program co-‐branded as MoneyTracTM.

(D) Although there are a number of companies offering an online payment system, Global Payout is able to offer programs that are tailored specifically for each business client’s target market or program objectives.


(E) The Company is not affected by availability of raw materials and, for competitive reasons, chooses to withhold the names of our principal suppliers. (F) Global Payout is not dependent on any one or a few major customers or clients. (G) In 2012 Global Payout signed a licensing agreement with Interdata for their eWallet Platform. In 2012 the Global Payout MoneyTracTM trademark was applied for. There are no new patents, l franchises, concessions, royalty agreements or labor contracts to disclose at this time. (H) Government approval of principal products or services and adherence to any regulations or agencies is managed by our principal suppliers. The Company does, however, follow policies and recommended procedures regarding Money Laundering, KYC (Know Your Customer), and OFAC (Office of Foreign Assets Control) checking.

Item 10) Nature and Extent of Issuers facilities:

The Company signed a lease for office space in July 2009. The lease was for a term of one year with monthly rent of $1,485. The lease required a $1,000 security deposit. Each year the lease has been renewed. For the period ending June 30, 2013 the monthly rate is $1,568.48

Part D Part D -- M M aa nana gement Structure and Financial gement Structure and Financial InformatInformat ionion :: Item 11) The name of the chief executive officer, members of the board of directors, as well as control

persons:

A) Officers and Directors

James L. Hancock, Chief Executive Officer, Director, Control Person

Jim Hancock was elected to our Board of Directors and President on December 3, 2010. In 2007, Mr. Hancock was hired by Continuum Payment Solutions, Inc. an international payment processor, as Director of Business Development. He was responsible for integrating new multi-‐national companies with virtual payment and Visa®/MasterCard® payout solutions. In 2009, Mr. Hancock became Chief Executive Officer of Global Payout. Mr. Hancock earned a Juris Doctorate from California School of Law, San Diego, CA and a Bachelors of Business Administration from Southern Methodist University, Dallas, Texas. He also serves on the board of directors of CV Financial, Inc.; San Diego Center for Children; and, Club Vivanet, Inc. Mr. Hancock served in the Armed Forces and was honorably discharged from the U.S. Army in 1972 holding the rank of E-‐5. James Hancock and Sharon Hancock are husband and wife.

Donald Steinberg, Chairman of the Board, Director, Control Person


Don Steinberg was elected to the Board of Directors on December 3, 2010. In 2002, Mr. Steinberg launched "Vivanet" to provide additional wholesale telecommunications opportunities to sales agents worldwide. Currently, he is the Chief Executive Officer of Club Vivanet, Inc., an international telecom provider and incubates emerging companies for maturation into public company status. In 2009, Mr. Steinberg was named President and Director of Medical Marijuana Inc. (MJNA), an Oregon corporation. In March 2011, a privately held company merged into Medical Marijuana, Inc. and he resigned his position as President and Director. He also serves on the board of directors of CV Financial, Inc. and Club Vivanet.

Sharon Hancock, Director, Control Person

Sharon Hancock was elected to the Board of Directors on December 3, 2010. Ms. Hancock is an independent Marketing & Sales consultant and sole proprietor for her own business.

Each director is elected for a period of one year at our annual meeting of stockholders and serves until the next such meeting and until his or her successor is duly elected and qualified. The board of directors may also appoint additional directors up to the maximum number permitted by our By-‐Laws. A director so chosen or appointed will hold office until the next annual meeting of stockholders. Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is elected or until his or her earlier resignation or removal in accordance with Articles of Incorporation, as amended, and our By-‐Laws. The following table summarizes all compensation paid by the Company with respect to the most recent fiscal period which ended on December 31, 2012, to the highest paid executives, officers and directors. Name and Non-‐equity Other Principal Stock Option Incentive Plan Compensation Position Year Salary Bonus Awards Awards Compensation Total James L. Five Hancock 2012 0 0 Million 0 0 $114,000 0 Chief Executive Officer, Director shares Deferred Donald J. Steinberg 2012 0 0 0 0 0 0 0 Chairman of the Board Sharon Hancock 2012 0 0 0 0 0 0 0 Director Joseph Two Sebo 2012 0 0 Million 0 0 $14,000 0 Chief Financial Officer, Secretary shares


The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 31, 2012 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and based upon 69,406,880 shares issued and outstanding as of December 31, 2011. Name and Address of Amount of Beneficial Percentage of Beneficial Owner Ownership Beneficial Ownership James Hancock (1)(2)(3)(4) 31,137,828 35.00% Donald Steinberg (1)(2) 13,245,831 14.89% Sharon Hancock (1)(2)(3) 31,137,828 35.00%

All Directors & Executives Officers as a Group (3 persons) 44,383,659 49.90%

(1) Address c/o of the Company. (2) Director of the Company. (3) All of James and Sharon Hancock’s shares are owned directly by the James & Sharon Hancock

Family Trust; James and Sharon Hancock, Trustees, which owns a total of 27,667,828 shares. (4) Officer of the Company.

The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the rules and regulations promulgated under the Securities Exchange Act of 1934. Beneficially owned securities may include securities owned by and for, among others, the spouse and/or minor children of an individual and any other relative who has the same home as such individual. Beneficially owned securities may also include other securities as to which the individual has or shares voting or investment power or which such person has the right to acquire within 60 days pursuant to the conversion of convertible equity, exercise of options, or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.

B) Legal/Disciplinary History There is no Legal/Disciplinary Items to report.

C) Disclosure of Family Relationships

James & Sharon Hancock are husband and wife.

D) Disclosure of Related Party Transactions

James Hancock, individual, has made loans to the Company through December 31, 2012 of $210,800 for the purpose of working capital.


In 2011 the Tyburn Group, Inc. was issued 500,000 shares of restricted common stock of Global Payout, Inc. in exchange for payment for license fees to RS2 Software, PLC. The license will result in co-‐ownership by the company of the international eWallet platform.

In 2012 this development agreement was ended and a “Stop” on the previously issued 500,000 shares was placed with the transfer agent. Global Payout subsequently executed a licensing agreement with the existing eWallet Platform from Intradata Solutions and this eWallet platform is scheduled for launch on April 1, 2013.

E) Disclosure of Conflicts of Interest

None. Item 12) Financial Information for the Issuer’s most recent fiscal period:

See Interim Financial Report: Global Payout, Inc. Unaudited January 1, to December 31, 2012 Financial Statements on OTC Markets (http://www.otcmarkets.com/stock/GOHE/financials).

This contains: 1) Balance Sheet 2) Income Statement (profit and loss)

3) Statement of Cash Flows 4) Statement of Stockholder’s Deficit 5) Notes to the Financial Statements

Item 13) Financial Information for previous two years:

Refer to Global Payout, Inc. 2011 Unaudited Financial Statements filing on OTC Markets Group, dated March 28, 2012 and Global Payout, Inc. 2010 Unaudited initial Disclosure incorporated by reference to the Company's filing on the OTC Markets Group, Inc. (www.otcmarkets.com) filing on February 11, 2011.

Item 14) Beneficial Owners (5%+):

See Information contained in Item 11 above. Item 15) Outside Providers:

(1) Investment Banker: None

(2) Promoters:


None (3) Counsel:

Mr. Eric Littman P.A. Attorney at Law 7695 S.W. 104th Street, Suite 210, Miami, FL 33156 (T) 305-‐663-‐3333 Email: [email protected]

(4) Accountant/Auditor: Mr. Seth Gorback

Silberstein Ungar, PLLC 30600 Telegraph Road, Suite 2175, Bingham Farms, MI 48025-‐4586 (T) 248-‐203-‐0080 Email: [email protected]

Silberstein Ungar, PLLC is a SEC audit firm and PCAOB member. See Part D, Item 12 for Report of Independent Registered Public Accountant for 2009 Audit; the 2010 audit and the 2011 audit.

(5) Public Relations: None

(6) Investor Relations:

Mr. Chris Hansen Equiti-‐trend 11995 El Camino Real Ste. 301 San Diego, Ca. 92130 (T) 858-‐436-‐3350

(7) Other Outside Providers:

Business Development

Finance

Ms. Nancy Brzezniak, President NB and Company 5081 El Arbol Drive, Carlsbad, CA 92008 (T) 760-‐219-‐5682 Email: [email protected] Ms. Ina Masten Masten Solutions 12526 High Bluff Drive, Ste 300 PMB 712 San Diego, CA 92130 (T) 888-‐279-‐1235 Email: [email protected]

Item 16) Management’s Discussion and Analysis of Plan of Operation:

(A) Plan of Operation


As a management consultant and program manager of prepaid financial services, Global Payout acquires new customers by several different means: independent sales agents, direct solicitation (outbound telemarketing) in key vertical markets and Internet searches that lead to www.globalpayout.com. Once a potential business is contacted, the company requests the completion of a Business Profile & Needs Assessment questionnaire that allows the company to qualify and develop a service program specifically suited to the prospect’s environment and program goals. Based upon the payment requirements of the business prospect, Global Payout will propose either an electronic online account platform and/or a prepaid debit card to distribute payments. Once qualified, a proposal is submitted and if accepted by both parties, a contract is issued and executed. At that point, implementation of the electronic platform or prepaid debit card program is initiated and once tested, is rolled out to the employees, distributors, members or agents of the business client. The company has launched its own General Spend Re-‐Loadable prepaid debit card program co-‐branded as MoneyTracTM in August 2012. This prepaid debit card will be on the Discover network, processed and program managed by Expert Financial Systems, LLC, Norcross, Georgia. The issuing bank is TAB Bank, Ogden, Utah. The MoneyTracTM Prepaid Discover® Card (www.moneytraccard.com) will enable cardholders without bank accounts to access cash without the expense and time of cashing checks and allows businesses to make payments more cost effectively. The card can access cash at ATMs nationwide and purchase products and services at merchants or online stores. In addition, all MoneyTracTM Prepaid Discover® cardholders will receive a Health Care and Pharmacy discount program with over 325,000 physicians and 59,000 pharmacies. Cardholders can also opt-‐in to a robust financial education program that gives them tips and tools on spending and investing money. All cardholders will be able to access and manage their accounts online or from their cell phones. In addition to the MoneyTracTM domestic launch in the United States, Global is launching a prepaid international MasterCard and offshore bank account for foreign residents. The prepaid debit MasterCard will be linked to an offshore bank account that will allow an accountholder higher usage limits and more banking flexibility. Cardholders can access cash at over 1 million ATM locations and purchase goods and services from 30 million locations and online merchants. The international bank issuer provides for internet account access and 24/7 customer service in 16 languages. Global and First American Electronic Payment Solutions, Inc./Intradata Solutions (Intradata), have executed a licensing agreement that will enable Global Payout to employ Intradata’s state-‐of-‐the-‐art software to power Global’s international MoneyTrac payment solution. The payment technology developed by Intradata is being utilized worldwide by global companies as well as government entities including TSTT (Trinidad and Tobago), TTT Moneycorp and Global Money Remittance. The payment platform is also being utilized by numerous international money remittance businesses worldwide. In addition, Intradata thru its subsidiary Novo Payment is a teaming and solutions provider for IBM. The agreement provides for Global to manage sales, marketing and customer service for their B2B clients. Intradata will host the platform and will provide technical assistance in implementation for each business client. In addition, Global will receive revenue from the platform based upon a revenue share arrangement between both Intradata and Global. Global anticipates the platform will now be launched on or about April 1, 2013.


All prepaid debit card and eWallet programs will be sold B2B through agents and outbound telemarketing and the company will receive revenue from transaction usage of these cards and eWallet accounts. Additionally, the company acts as a consultant to marketing companies who desire to launch their own custom or co-‐branded debit card programs. After pre-‐qualifying and analyzing the marketing company’s requirements, Global Payout will recommend a network, processor and bank to issue their prepaid cards. Global Payout manages the contracts, bank and network approval and implementation, in coordination with the Program Manager, stored value processor and issuing bank. After the card program is launched, the company earns monthly revenue from the debit card transactions.

B) Management’s discussion and analysis of financial condition and results of operations

The company experienced significant increase in revenues in the fourth quarter resulting in $144,612 of total income. This productive fourth quarter resulted in $167,762 of annual total income for 2012 compared to $34,682 of total income in 2011, a four hundred and eighty per cent (480%) increase in total income. This income was generated primarily by the sale of cards and account opening fees for its international prepaid MasterCard from one international client and the sale of MoneyTracTM Prepaid Discover cards and start-‐up fees for one domestic client. Implementation, bank approval and testing of these new card programs were performed in the fourth quarter and launch is expected to be in the first quarter of 2013. It is anticipated that transaction income for these two card programs will begin in the second quarter 2013.

Net loss from Operations in 2012 increased to $637,628, up from a net loss in 2011 of $512,209. The increase in losses are due to increases in consulting services, including IT services, investor relations and professional accounting and legal services. In addition, the delay in launching card and eWallet programs has a direct impact on the company receiving any transaction and usage income.

Changes in the Balance Sheet for the 4th quarter reflect wages continually deferred by the CEO, James Hancock and payments on a Loan to Hancock that decreased the Loan Payable by $57,500. In 2012, additional cash contributed by accredited investors total $325,000. These accredited investors each purchased a Convertible Promissory Note which will come due in one year unless converted to equity. The company has no internal liquidity other than cash generated from revenue and investments of Convertible Notes. The liability to the company for future cards loads for a potential client decreased to $143,839, down from $243,839 based upon the sale of cards and account opening fees. There are no significant liabilities other than the loan and deferred wages to Mr. Hancock as officer and shareholder. There are no trends, events or uncertainties that will impact the short term or long term liquidity of the company or material impact on the net sales or revenues.


C) Off-‐balance Sheet Arrangements

None.

Part E Part E -- IssuancIssuanc e Historye History :: Item 17) List of Securities Offerings and Shares Issued for Services:

As previously disclosed, on December 2, 2010, the Company entered into a Share Exchange Agreement with whereby it issued 44,000,000 shares of restricted common stock. All of these shares were issued in exchange for the holders’ shares of Global Payout, Inc., a California corporation. These shares are restricted, do not trade and the certificates evidencing said shares contain a legend that the shares have not been registered under the Securities Act and set forth restrictions on their transferability and sale under the Securities Act. Shares Issued for services January 1 to December 31, 2012 The following individuals were issued restricted stock as partial compensation for services rendered. Jim and Sharon Hancock Family Trust 5,000,000 shares restricted common stock. Jim Hancock is President and CEO; Sharon Hancock is a Director Gil Hooper, Director, 4,000,000 restricted common shares. William Rochfort, V.P. Sales and Marketing, 2,000,000 restricted common shares. Joseph Sebo, Chief Financial Officer, 2,000,000 restricted common shares Michael Haefer, V.P. special projects and office manager 500,000 restricted common shares. David Phillip Munoz, 85,000 restricted common shares. Brett Morgan, IT consultant, 100,000 restricted common shares. Marc Lower, Consultant, 350,000 restricted common shares. Christopher Long, 300,000 restricted common shares. Vincent O’Flaherty Jr. 400,000 restricted common shares Shares issued for Licensing: None

Part F Part F -- ExhibitsExhibits ::

Item 18) Material Contracts:

Contracts with Vendor Processors and Program Managers will not be disclosed because of competitive reasons.


Global Payout is not substantially dependent on any one provider or customer.

There are no materials contracts outside of the normal course of business to be disclosed at this time.

We have not entered into or terminated any material agreements.

Item 19) Articles of Incorporation and By-‐Laws:

(A) Articles of Incorporation

Refer to Global Payout Articles of Incorporation as Amended; incorporated by reference to the Company's filing on the OTC Markets Group, Inc. (www.otcmarkets.com) filing on April 21, 2011. (B) By-‐Laws

Refer to Global Payout By-‐Laws; incorporated by reference to the Company's filing on the OTC Markets Group, Inc. (www.otcmarkets.com) filing on April 21, 2011.

Item 20) Purchases of Equity Securities by the Issuer and Affiliated Purchasers:

During 2011 Global Payout bought 35,000 shares of common stock in open market transactions. This stock in now restricted and will be retired.

During 2012 Global Payout bought 110,000 shares of common stock in open market transactions. This stock is now restricted and will be retired.

Item 21) Issuer’s Certifications:

See the Following Page.


I, James Hancock, certify that:

1. I have reviewed this Initial Disclosure of Global Payout, Inc.;

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and,

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

Date: December 31, 2012

__________________________ James Hancock, Chief Executive Officer

I, Joseph Sebo, certify that:

1. I have reviewed this Initial Disclosure of Global Payout, Inc.;

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and,

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

Date: December 31, 2012

__________________________ Joseph Sebo, Chief Financial Officer

Mar 31, 2012 Jun 30, 2012 Sept 30, 2012 Dec 31, 2012

ASSETS

Current Assets

Checking/Savings

BofA Checking 1454 1,405 1,695 46,729 5,992

BofA E-Wallet 1447 5,020 100 (2) 112

BofA E-Wallet 4057 0 218,679 192,803 113,839

TAB 9279 0 0 1,001 10,355

TAB 9459 0 0 500 194

Alpine Money Market 89 89 89 1,497

Petty Cash 20 20 20 20

Total Checking/Savings 6,534 220,584 241,141 132,009

Accounts Receivable

Accounts Receivable 0 0 (1,500) 5,975

Total Accounts Receivable 0 0 (1,500) 5,975

Other Current Assets

Deposits & Prepaids 5,550 5,550 5,550 5,550

Interest Receivable 77 77 77 77

Marketable Securities 1,050 1,050 1,050 10,295

Note Receivable 6,000 6,000 6,000 6,000

Securities Receivable 0 0 0 0

Total Other Current Assets 12,677 12,677 12,677 21,922

Total Current Assets 19,211 233,261 252,318 159,906

Fixed Assets

Furniture & Fixtures 790 790 790 790

Computer Equipment 3,339 3,339 3,339 3,339

Accumulated Depreciation (3,243) (3,561) (3,879) (4,129)

Total Fixed Assets 886 568 250 0

Other Assets

Stock Based Compensation 279,700 0 0 0

Tyburn Software License (EWallet) 0 0 (50,000) 0

Total Other Assets 279,700 0 (50,000) 0

TOTAL ASSETS 299,797 233,829 202,569 159,906

BALANCE SHEET

AS OF DECEMBER 31, 2012

GLOBAL PAYOUT, INC.

Mar 31, 2012 Jun 30, 2012 Sept 30, 2012 Dec 31, 2012

BALANCE SHEET

AS OF DECEMBER 31, 2012

GLOBAL PAYOUT, INC.

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable

Accounts Payable 10,876 9,308 9,308 11,153

Total Accounts Payable 10,876 9,308 9,308 11,153

Other Current Liabilities

Accrued Payables 7,775 7,275 7,275 7,275

E-Load Wallet Liability 0 243,832 243,832 143,832

Notes Payable 125,000 175,000 330,000 325,000

Total Other Current Liabilities 132,775 426,107 581,107 476,107

Total Current Liabilities 143,651 435,415 590,414 487,260

Long Term Liabilities

Deferred Wages 149,110 177,610 206,110 234,610

Accrued Interest 26,765 32,122 37,706 42,750

Loan Payable - Sholder/Officer 238,300 278,300 268,300 210,800

Total Long Term Liabilities 414,175 488,032 512,117 488,160

Total Liabilities 557,826 923,447 1,102,531 975,420

Equity

Capital Stock 1,013,272 953,922 905,422 1,010,672

Retained Earnings (1,160,253) (1,160,253) (1,160,253) (1,160,253)

Net Income (111,048) (483,287) (645,132) (665,933)

Total Equity (258,029) (689,618) (899,962) (815,514)

TOTAL LIABILITIES & EQUITY 299,797 233,829 202,568 159,906

1st QTR 2nd QTR 3rd QTR 4th QTR TOTAL YEAR

Ordinary Income/Expense

Income

Bus Inv Acct Income 0 0 22 12 34

Card Purchase Income 6,875 3 16,250 111,500 134,628

Start-up Fees 0 0 0 33,100 33,100

Total Income 6,875 3 16,272 144,612 167,762

Cost of Goods Sold

Custom Card Program Fees 0 0 14,000 11,000 25,000

Start Up Fees 0 0 1,500 1,099 2,599

Total COGS 0 0 15,500 12,099 27,599

Gross Profit 6,875 3 772 132,513 140,163

Expense

Bank Transaction Fees 291 417 663 2,172 3,543

Commissions 0 0 0 1,875 1,875

Compensation - Stock Based 0 220,350 1,500 5,250 227,100

Company Meetings 47 0 0 19 66

Consulting 51,375 61,013 86,173 69,249 267,809

Depreciation Expense 318 318 318 250 1,204

Dues & Subscriptions 244 261 411 43 960

Interest Expense 4,605 5,358 5,584 8,794 24,340

Investor Relations 6,000 10,500 3,000 3,000 22,500

IT Consulting 4,883 8,168 6,682 7,740 27,473

Licenses & Permits 0 12,500 144 47 12,691

Marketing 148 2,480 529 1,245 4,402

Miscellaneous 500 (500) 0 0 0

Office Supplies 1,152 1,223 1,549 2,277 6,201

Payroll Expenses 28,500 28,500 28,500 28,500 114,000

Postage & Delivery 1,073 804 1,263 1,150 4,290

Printing & Reproduction 510 1,669 896 299 3,374

Professional Fees 8,085 7,795 12,334 11,378 39,593

Registration Fees 2,647 3,336 0 4,200 10,183

Repairs and Maintenance 0 0 0 250 250

Rent 4,636 4,636 4,705 4,705 18,682

Taxes (18) 0 0 0 (18)

Testing/Research 400 0 2,060 3,643 6,103

Travel & Entertainment 1,039 2,083 5,224 1,793 10,139

Utilities 788 1,333 1,080 1,087 4,288

Total Expense 117,223 372,243 162,615 158,966 811,048

Net Ordinary Income (110,348) (372,240) (161,843) (26,453) (670,885)

Other Income/Expense

Other Income

Investment Transaction Fees 0 0 0 (267) (267)

Investment Gain/(Loss) -700 0 0 5,920 5,220

Total Other Income -700 0 0 5,653 4,953

Net Other Income -700 0 0 5,653 4,953

Net Income -111,048 -372,240 -161,843 -20,801 -665,932

GLOBAL PAYOUT, INC.

PROFIT AND LOSS

TWELVE MONTHS ENDING DECEMBER 31, 2012

1ST QTR 2012

2nd QTR 2012

3rd QTR 2012

4th QTR 2012

TOTAL YEAR

OPERATING ACTIVITIES

Net Income (111,048) (372,240) (161,844) (20,801) (665,933)

Adjustments to reconcile Net Income

to net cash provided by operations:

Marketable Securities 700 0 0 (9,245) (8,545)

Accounts Receivable 0 0 0 (7,475) (7,475)

Accounts Payable 898 (1,567) 0 1,846 1,177

Accrued Payables 3,475 (500) 0 0 2,975

E-Load Wallet 0 243,832 0 (100,000) 143,832

Deposits and Prepaids 0 0 1,500 0 1,500

Notes Payable 50,000 50,000 155,000 (5,000) 250,000

Net cash provided by Operating Activities (55,975) (80,475) (5,344) (140,675) (282,469)

INVESTING ACTIVITIES

3200 · Accumulated Depreciation 318 318 318 250 1,204

Tyburn Software License (EWallet) 0 0 50,000 (50,000) 0

Stock Based Compensation (279,700) 279,700 0 0 0

Net cash provided by Investing Activities (279,382) 280,018 50,318 (49,750) 1,204

FINANCING ACTIVITIES

6000 · Deferred Wages 28,500 28,500 28,500 28,500 114,000

6100 · Accrued Interest 4,605 5,358 5,583 5,044 20,590

6300 · Loan Payable - Sholder/Officer 18,500 40,000 (10,000) (57,500) (9,000)

Capital Stock:Paid In Capital 279,700 (59,350) (48,500) 105,250 277,100

Net cash provided by Financing Activities 331,305 14,508 (24,417) 81,294 402,690

Net cash increase for period (4,052) 214,051 20,557 (109,131) 121,425

Cash at beginning of period 10,586 6,534 220,585 241,142 10,586

Cash at end of period 6,534 220,585 241,142 132,011 132,011

GLOBAL PAYOUT, INC.

STATE MENT OF CASH FLOWS

TWELVE MONTHS ENDING DECEMBER 31, 2012

Shares Amount Total

Balance @ December 31, 2009 15,000,000 15,000$ ‐$ (64,310)$ (49,310)$

Cancelled Shares (38,600,000) (57,507) (57,507)$

Issuance of common stock 86,506,880 47,907 510,572 ‐ 558,479$

Net loss for the period ended December 31,

2010 ‐ ‐ ‐ (583,734) (583,734)$

Balance @ December 31, 2010 62,906,880 62,907$ 453,065$ (648,044)$ (132,072)$

Issuance of common stock 6,500,000 6,500 211,100 217,600

Cancelled Shares -

Net loss for the period ended December 31, 2011 (512,209) (512,209)

Balance @ December 31, 2011 69,406,880 69,407$ 664,165$ (1,160,253)$ (426,681)$

Issuance of common stock 45,490,360 279,700 279,700

Cancelled Shares (31,505,360) -

Net loss for the period ended March 31, 2012 (111,048) (111,048)

Balance @ March 31, 2012 83,391,880 69,407$ 943,865$ (1,271,301)$ (258,029)$

Issuance of common stock 23,447,828 (59,350) (59,350)


Net loss for the period ended June 30 2012 (372,239) (372,239)

Balance @ June 30, 2012 84,671,880 69,407$ 884,515$ (1,643,540)$ (689,618)$

Issuance of common stock 270,000 (48,500) (48,500)

Cancelled Shares - -

Net loss for the period ended September 30 2012 (161,845) (161,845)

Balance @ September 30, 2012 84,941,880 69,407$ 836,015$ (1,805,385)$ (899,963)$

Issuance of common stock 19,245,831 105,250 105,250


Net loss for the period ended December 31, 2012 (20,801) (20,801)

Balance @ December 31, 2012 88,941,880 69,407$ 941,265$ (1,826,186)$ (815,514)$

PERIOD FROM DECEMBER 31, 2009 TO DECEMBER 31, 2012

Common StockAdditional

Paid-in Capital

Deficit accumulated during the development

stage

GLOBAL PAYOUT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

GLOBAL PAYOUT, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Global Payout, Inc. (“Global Payout” and the “Company”) was organized under the laws of the State of California on July 24, 2009 as a corporation and became a public entity on December 9, 2010 as a Florida corporation. On March 14, 2011 the Company merged into its wholly owned subsidiary, Global Payout, Inc., a California Corporation. Global Payout offers payment and acquiring solutions for multi-national companies. The Company’s third party processing relationships allows companies and sales organizations an efficient and cost effective method to initiate world wide payments via an electronic wallet and prepaid debit cards. .Development Stage Company The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. Cash and Cash Equivalents Global Payout considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2012, the Company had $132,009 in cash. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, marketable securities, accounts payable, accrued interest – related party, and loans payable to a related party and shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. Accounts Receivable The Company uses the allowance method for determining the collectability of the accounts receivable. The allowance method recognizes bad debt expense following a review of the individual accounts outstanding in light of the surrounding facts. Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts based on historical bad debts, factors related to specific customers’ ability to pay and economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. As of December 31, 2012, no allowance for doubtful accounts has been established.

Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Recent Accounting Pronouncements Global Payout does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. NOTE 2 – LOAN PAYABLE – SHAREHOLDER A shareholder has provided funds as needed to pay for certain expenses. As of December 31, 2012, $210,800 is due to the shareholder. The Loan is due on demand, bears 8% interest and is unsecured. Interest expense was $5,044 for the quarter ended December 31, 2012.

NOTE 3 – COMMON STOCK The Company has 200,000,000 shares no par value common stock authorized. During the quarter ended December 31, 2012, the Company cancelled and re-issued 15,245,831 shares of restricted common stock and issued 4,000,000 shares restricted common stock. As of December 31, 2012 there were 88,941,880 shares of common stock issued and outstanding. NOTE 5 – INCOME TAXES As of December 31, 2012 the Company had net operating loss carry forwards of approximately $880,365 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur.



NOTE 5 – INCOME TAXES (CONTINUED) Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $880,365 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company originally signed a lease for office space in July 2009. The lease was for a term of one year with monthly rent of $1,485. The lease required a $1,000 security deposit. The lease has been extended for an additional year through June 30, 2013 with a monthly rate of $1,568. NOTE 7 – SUBSEQUENT EVENTS Management has evaluated subsequent events through March 20, 2013, the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose. The Company has ended the development agreement with Tyburn Group with the intent to pursue a Joint Venture Agreement with respect to the development of an international payment platform to be developed by RS2 Software, Frankfurt, Germany. The company has issued a stop on the previously issued 500,000 shares of common stock to The Tyburn Group.

Documents

Annual Reportcontent.equisolve.net/globalpayout/media/d6555342bc6ca33f6b743… · Global Payout, Inc. Annual Report For period ending December 31, 2012 March 26, 2013