UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER 000-52435

GLOBAL ROAMING DISTRIBUTION, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	65-1129 569
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


20801 Biscayne Blvd., Suite 101, Miami, FL	33180
(Address of principal executive offices)	(Zip code)

Issuer's telephone number: (305) 249-3121

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes / / No / /

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 9, 2009, there were 165,980,800 outstanding shares of the Registrant's Common Stock, $.0001 par value.

GLOBAL ROAMING DISTRIBUTION, INC.

SEPTEMBER 30, 2008 QUARTERLY REPORT ON FORM 10- Q/A

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T. Controls and Procedures	16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Submission of Matters to a Vote of Security Holders	18
Item 5. Other Information	18
Item 6. Exhibits	19
SIGNATURES	20

EXPLANATORY NOTE:

The Registrant is hereby filing this Form 10-Q/A for the period ended September 30, 2008 to clarify its critical accounting policy regarding its recognition of revenue related to bulk sales to distributors and commissions.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBAL ROAMING DISTRIBUTION, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2008			2007
ASSETS	(Unaudited)

Current assets:
Cash and cash equivalents	$	3,380		$	13,153
Accounts receivable		32,590			34,877
Prepaid expenses and other current assets		10,192			-
Total current assets		46,162			48,030

PROPERTY AND EQUIPMENT, net		7,673			9,383

OTHER NON-CURRENT ASSETS		212,500			231,250

Total assets	$	266,335		$	288,663

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	88,668		$	76,152
Shareholder advances, net		9,795			6,825
Customer advance payable		394,600			-
Total current liabilities		493,063			82,977

Commitments and contingencies		-			-

Shareholders’equity:
Preferred stock – Series A, convertible, $0.0001 par value,
50,000,000 shares authorized, none issued and outstanding and outstanding		-			-
Common stock - $0.0001 par value, 300,000,000 shares authorized,
165,980,800 shares issued and outstanding and outstanding		16,598			16,473
Additional paid-in capital		438,402			313,527
Accumulated deficit		(681,728	)		(124,314	)
Total shareholders’equity		(226,728	)		205,686

Total liabilities and shareholders’equity	$	266,335		$	288,663

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GLOBAL ROAMING DISTRIBUTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	September 30,
	2008		2007

Revenues	$	32,323	$	69,983

Operating expenses:
Cost of revenue		5,361		45,000
Sales and marketing costs		14,800		50,000
General and administration costs		282,694		17,621
Depreciation and amortization		6,820		6,820

Total operating costs and expenses		309,675		119,441

Loss from operations		(277,352)		(49,458	)

Interest income		52		-

Net loss	$	(277,300)	$	(49,458	)

Weighted average shares outstanding		165,369,387800		148,363,7120

Basic and fully diluted net loss per share	$	(0.002)	$	(0.000	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GLOBAL ROAMING DISTRIBUTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended
	September 30,
	2008		2007

Revenues	$	617,031	$	75,516

Operating expenses:
Cost of revenue		195,357		45,000
Sales and marketing costs		490,267		55,295
General and administration costs		468,978		45,450
Depreciation and amortization		20,460		13,947

Total operating costs and expenses		1,175,062		159,692

Loss from operations		(558,031)		(84,176	)

Interest income, (expense)		617		(2	)

Net loss	$	(557,414)	$	(84,178	)

Weighted average shares outstanding		164,945,2160		148,122,5680

Basic and fully diluted net loss per share	$	(0.003)	$	(0.001	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GLOBAL ROAMING DISTRIBUTION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Nine Months Ended
	September 30,
	2008			2007
Cash Flows From Operating Activities:
Net loss	$	(557,414	)	$	(84,178	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization expense		20,460			13,947
Changes in assets and liabilities:
Accounts receivable		2,287			(69,983	)
Prepaid expenses and other current assets		(10,192	)		-
Accounts payable and accrued expenses		12,516			66,153
Customer advance payable		394,600			-
Net cash used in operating activities		(137,743	)		(74,061	)

Cash Flow From Investing Activities:
Purchases of property, equipment and improvements		-			(11,400	)
License		-			(250,000	)
Net cash used in investing activities		-			(261,400	)

Cash Flow From Financing Activities:
Loan proceeds and advances from shareholders		25,000			-
Repayment of loans and advances from shareholders		(22,030	)		-
Issuance of restricted common stock		125,000			-
Capital investment		-			330,000
Net cash provided by financing activities		127,970			330,000

Net Decrease in Cash and Cash Equivalents		(9,773	)		(5,461	)
Cash and Cash Equivalents, beginning of the period		13,153			-

Cash and Cash Equivalents, end of period	$	3,380		$	(5,461)

Supplemental Disclosures:
Interest paid	$	-		$	2

Non-Cash and Financing Activities:
Issuance of restricted common stock	$	125,000		$	-
Acquisition of subsidiary	$	-		$	330,000
Retired shares	$	-		$	16,500
Stock issued to retire debt	$	-		$	118,135
Recapitalization resulting from acquisition	$	-		$	42,834

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GLOBAL ROAMING DISTRIBUTION, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS

Global Roaming Distribution, Inc. (formerly Commoncache, Inc.) (the “Company”) was incorporated in the state of Florida on February 21, 2007. The Company, which is located in Miami, Florida, was established as a marketing entity for the promotion, sale and distribution of telecommunication equipment.

Going Concern

As shown in the accompanying consolidated financial statements, during the period ended September 30, 2008, the Company continued its efforts to procure the strategic alliances and agreements necessary to commercialize its internet based marketing and distribution of the Global SIM technology. The cost of acquiring additional technology, establishing strategic relationships and developing the appropriate advertising and marketing programs may require the infusion of additional capital from investors. These factors raise substantial uncertainties about the Company’s ability to establish commercially profitable operations and to continue as a going concern.

Management’s plans in regard to this matter are to raise equity capital, seek debt financing and to form strategic relationships and alliances in order to continue the commercialization of its internet based marketing and distribution operations. Until its online website operations become commercially viable, and generate sufficient revenues, the Company must continue to rely upon debt and/or equity infusions in order to provide adequate liquidity to sustain operations. There can be no assurance that management’s plans will be successful.

The consolidated financial statements have been prepared on a “going concern” basis and accordingly do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The Company’s consolidated financial statements include the accounts of Global Roaming Distribution, Inc. and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements of the Company, included in this Form 10-Q/A have been prepared in accordance with accounting principles generally accepted in the United States and the instructions to Form 10-Q and consequently do not include all disclosures required by Form 10-K. Additional information may be obtained by referring to the Company’s Form 10-KSB for the fiscal year ended December 31, 2007. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in the Form 10-Q/A have been made. Results of operations for the nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for the year ended December 31, 2008.

The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission for the period from February 21, 2007 (inception) through December 31, 2007. Certain significant policies are as follows:

Certain prior periods' balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity.

Use of Estimates -- These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, our revenue recognition estimates; future economic benefit of our license; our marketing initiatives; and our net operating loss for tax purposes. Actual results could differ from those estimates.

Revenue Recognition -- Our revenue, to date, has been derived from bulk sales and from commissions earned on internet sales of CelTrek product and services by GRI. Revenue is recognized in accordance with the provisions of Staff Accounting Bulletin (SAB) No. 104 “ Revenue Recognition in Financial Statements ”, which states that revenue is realized or realizable and earned when all of the following criteria are met:

1)	persuasive evidence of an arrangement exists,

2)	delivery has occurred or services have been rendered,

3)	the seller’s price to the buyer is fixed or determinable, and

4)	collectability is reasonably assured.

Revenue on bulk sales of our products to distributors is recognized pursuant to SAB 104, as described above, and pursuant to FAS 48 “Revenue Recognition When Right of Return Exists”. Bulk sales of our products to distributors contain a 30 day return policy. The return policy applies only to defective merchandise. We have not experienced any returns and have not received any notice of defective merchandise.

Commissions earned on internet sales of CelTrek product and services is recognized on a net basis.

Certain prior period amounts related to shareholder advances, accounts payable, accrued expenses and depreciation and amortization have been reclassified to conform to the current period presentation.

GLOBAL ROAMING DISTRIBUTION, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – EARNINGS PER SHARE

Basic earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the earnings of the Company. As of September 30, 2008, there were no potential dilutive instruments that could result in share dilution.

NOTE 4 – PROPERTY, EQUIPMENT AND IMPROVEMENTS

Property, Equipment and Improvements at September 30, 2008 consisted of:

Description	Life	Amount
Property, equipment and improvements	5 years	$	11,400
Less accumulated depreciation			(3,727	)
		$	7,673

Depreciation expense for the nine and three months ended September 30, 2008 was $1,710 and $570, respectively.

Depreciation expense for the nine and three months ended September 30, 2007 was $1,447 and $570, respectively.

NOTE 5 - OTHER NON-CURRENT ASSETS

Other non-current assets at September 30, 2008 consisted of:

Description	Life	Amount
License	10 years	$	250,000
Less accumulated amortization			(37,500	)
		$	212,5000

License costs consist of $250,000 paid to a related party, Global Roaming, Inc. d/b/a CelTrek (“GRI”), for certain distribution rights covering the sale of CelTrek GSM SIM Card (“SIM Card” or “Product”) and prepaid GSM access services (“GSM Service”) which is required by the SIM Card. The Company acquired exclusive distribution rights for the distribution of both SIM Cards and GSM Services through its authorized web site www.celtrek.com. The Company also acquired non-exclusive distribution rights to distribute the SIM Card on a world-wide basis. The Company executed this agreement on April 2, 2007. The term of the license is for 5 years and renews automatically for similar terms. The Company anticipates that it will renew the agreement for a second five year term.

GLOBAL ROAMING DISTRIBUTION, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Amortization over the next five years is as follows:

Year	Amount
2008	$	6,250
2009		25,000
2010		25,000
2011		25,000
2012		25,000
2013		18,750
	$	125,000

The Company recorded $18,750 and $6,250 in amortization expense for the nine months and three months ended September 30, 2008; respectively. Amortization expense of $12,500 and $6,250 was recorded for the nine months and three months ended September 30, 2007; respectively.

NOTE 6 – CUSTOMER ADVANCES PAYABLE

During the second quarter of 2008, the Company received $450,000 as an advance against an order. The Company shipped a total of $55,400 against the order for the nine months ended September 30, 2008, leaving a balance of $394,600 at September 30, 2008. On November 25, 2008 the Company issued a 5% Convertible Debenture that is due November 25, 2009. The conversion rate is $0.003. Interest of 5% is due per annum and is payable in cash or common stock.

NOTE 7 – COMMON STOCK

On August 15, 2008, the Company issued 1,250,000 shares of restricted common stock to an investor, at a purchase price of $.08 per share. The shares were issued as consideration for past services rendered. The common shares issued were valued at $0.10 per share, which was the average of the share closing price of the Company’s common stock on the five consecutive business days prior to the issuance date.

The amount is included in general and administrative costs in the accompanying consolidated statements of operations.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the nine and three months ended September 30, 2008, the Company recorded $51,797 and $22,469 in commission revenue due from GRI pursuant to the distribution rights agreement. These amounts are included in net revenues in the accompanying consolidated statements of operations and in accounts receivable in the accompanying consolidated balance sheets.There was an offset to accounts receivable of $28,845 for general and administrative expenses paid by the related party.

The Company shares office space with GRI and shares 50% of the cost of the office. Rent expense for the nine and three months ended September 30, 2008 was $17,451 and $5,817; respectively.

At September 30, 2008, the Company is indebted to various shareholders for advances of $25,000 made to the Company. These advances are non-interest bearing and are expected to be repaid within the year. This amount is included in Shareholder advances, net in the accompanying consolidated Balance Sheets.

At September 30, 2008, the Company has a receivable of $15,205 due from GRI for various advances made. These advances are non-interest bearing and are expected to be repaid within the year. This amount is included in shareholder advances, net in the accompanying consolidated balance sheets.

GLOBAL ROAMING DISTRIBUTION, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities". This FASB Staff Position (FSP) addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, Earnings per Share. This FSP provides that unvested share-based payment awards that contain non forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. The provisions of FSP No. 03-6-1 shall be effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. Early application is not permitted. The provisions of FSP No. 03-6-1 are effective for the Company retroactively in the first quarter ended March 31, 2009. The Company is currently assessing the impact of FSP No. EITF 03-6-1 on the calculation and presentation of earnings per share in its’ consolidated financial statements.

In May 2008 the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). ” APB 14-1 requires the issuer to separately account for the liability and equity components of convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance will result in companies recognizing higher interest expense in the statement of operations due to amortization of the discount that results from separating the liability and equity components. APB 14-1 will be effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting APB 14-1 on its consolidated financial statements.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standard (“FAS”) No. 162, The Hierarchy of Generally Accepted Accounting Principles” which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “ The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations and cash flows.

In April 2008, the FASB issued Financial Staff Position 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”) which amends the factors that must be considered when developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under FAS 142, ”Goodwill and Other Intangible Assets”. This statement amends paragraph 11(d) of FAS 142 to require an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset. This statement is effective for financial statements in fiscal years beginning after December 15, 2008. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations or cash flows.

In March 2008, the FASB issued FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”(”FAS 161”). FAS 161 applies to all derivative instruments accounted for under FAS 133 and requires entities to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments are accounted for under FAS 133 and related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early adoption encouraged. The Company does not expect that the adoption of this pronouncement will have a significant impact on its financial condition, results of operations and cash flows.

In December 2007, the FASB issued FAS No. 141(R) “Applying the Acquisition Method” (“FAS 141R”), which is effective for fiscal years beginning after December 15, 2008. This statement retains the fundamental requirements in FAS 141 that the acquisition method be used for all business combinations and for an acquirer to be identified for each business combination. FAS 141R broadens the scope of FAS 141 by requiring application of the purchase method of accounting to transactions in which one entity establishes control over another entity without necessarily transferring consideration, even if the acquirer has not acquired 100% of its target. Among other changes, FAS 141R applies the concept of fair value and “more likely than not” criteria to accounting for contingent consideration, and preacquisition contingencies. As a result of implementing the new standard, since transaction costs would not be an element of fair value of the target, they will not be considered part of the fair value of the acquirer’s interest and will be expensed as incurred. The Company does not expect that the impact of this standard will have a significant effect on its financial condition, results of operations and cash flows.

In December 2007, the FASB also issued FAS No. 160, “Accounting for Noncontrolling Interests”, which is effective for fiscal years beginning after December 15, 2008. This statement clarifies the classification of noncontolling interests in the consolidated statements of financial position and the accounting for and reporting of transactions between the reporting entity and the holders of non-controlling interests. The Company does not expect that the adoption of this standard will have a significant impact on its financial condition, results or operations and cash flows.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report, our consolidated financial statements and accompanying notes included in our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2007 (“2007 Form 10-KSB”), and the information set forth under Item 6 “Management’s Discussion and Analysis or Plan of Operations” of our 2007 Form 10-KSB.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q/A (“Report”) contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements, including any statements relating to future actions and outcomes including but not limited to prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expense trends, future interest rates, outcome of contingencies and their future impact on financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “contemplates,” “predicts,” “potential,” or “continue” or variations and/or the negative of these similar terms. Forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management’s assumptions. All forward-looking statements made in this Report, including any future written or oral statements made by us or on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. Any assumptions, upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Report. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash. Please refer to Part II, Item 6 under “Liquidity and Capital Resources” and under “Risk Factors” contained in our Annual Report on Form 10-KSB for the year ended December 31, 2007 for additional discussion. Please also refer to our other filings with the Securities and Exchange Commission. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Introduction

Global Roaming Distribution, Inc. (formerly Commoncache, Inc.) was incorporated in the state of Florida on February 21, 2007. We are located in Miami, Florida, and were established as a marketing entity for the promotion, sale and distribution of telecommunication equipment. Our mission is to provide international travelers with a global, cost effective solution to their cellular communication needs. Hampered by complicated bilateral agreements, the international traveler is confronted with staggering roaming fees and the administrative burden of maintaining multiple phone numbers to simply access GSM systems in different countries. We provide a cost effective alternative centered on the CelTrek™SIM technology and serve as an Internet based distributor of global SIM technology, which contains an application designed to initiate services by sending designated action requests. In addition, we own and operate the CelTrek web site.

Critical Accounting Policies

For a discussion of our critical accounting estimates and policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. Our critical accounting policies have not changed materially since December 31, 2007.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report and our consolidated financial statements and accompanying notes included in our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2007 (“2007 Form 10-KSB”) and the information set forth under Item 6 “Management’s Discussion and Analysis or Plan of Operations” of our 2007 Form 10-KSB.

Three Months Ended September 30, 2008 compared to September 30, 2007

Revenue was $32,323 for the three months ended September 30, 2008, a decrease of $37,660 or 53.8% over $69,983 in revenue for the three months ended September 30, 2007. The decrease in revenue was primarily attributable to a decrease in bulk sales offset by an increase in commissions earned from GRI internet sales. The Company commenced commercial operations on February 21, 2007 and earns revenue from bulk sales of SIM products and airtime as well as commissions pursuant to an exclusive internet marketing and distribution arrangement with Global Roaming, Inc. d/b/a CelTrek (“GRI”).

Cost of Revenue was $5,361for the three months ended September 30, 2008, a decrease of $39,639 or 88.1% compared to $45,000 for the three months ended September 30, 2007.The decrease in cost of revenue was primarily attributable to the decrease in revenue and a decrease in product development costs.

Sales and Marketing Costs were $14,800 for the three months ended September 30, 2008, a decrease of $35,200 or 70.4% compared to $50,000 for the three months ended September 30, 2007. The decrease of $35,200 is primarily attributable to a reduction in marketing efforts. During the quarter ended September 30, 2007, the Company spent $50,000 on in flight magazine advertising ads.

General and Administration Costs were $282,694 for the three months ended September 30, 2008, an increase of $265,073 or 1504.3% compared to $17,621 for the three months ended September 30, 2007. General and administration costs generally consist of professional fees, consulting fees, wages, insurance, research and development costs, and office expenses . The increase in expenses is primarily attributable to professional fees, consulting fees, wages, insurance, and other expense of $125,000 for the issuance of common stock during the quarter.

Depreciation and amortization was $6,820 for the three months ended September 30, 2008 and 2007, respectively.

Net Loss was $277,300 for the three months ended September 30, 2008, an increase of $227,842 or 460.7% over a net loss of $49,458 for the three months ended September 30, 2007 . The increase in net loss for the three months ended September 30, 2008 is primarily attributable to an increase in professional fees and other expense of $125,000 recorded for the issuance of common stock during the quarter. Although the Company has begun operations, it has still not yet achieved sufficient sales volume to offset its operating costs.

Nine Months Ended September 30, 2008 compared to September 30, 2007

Revenue was $617,031 for the nine months ended September 30, 2008, an increase of $541,515 or 717.1% over $75,516 in revenue for the nine months ended September 30, 2007. The Company commenced commercial operations on February 21, 2007 and earns revenue from bulk sales of SIM products and airtime as well as commissions pursuant to an exclusive internet marketing and distribution arrangement with Global Roaming, Inc. d/b/a CelTrek (“GRI”). The Company earned revenue from large bulk sales during the second quarter.

Cost of Revenue was $195,357 for the nine months ended September 30, 2008, an increase of $150,357 or 334.1% compared to $45,000 for the nine months ended September 30, 2007 and includes fees due to GRI for products sold pursuant to the distribution agreement. The increase in cost of revenue was primarily attributable to the increase in revenue.

Sales and Marketing Costs were $490,267 for the nine months ended September 30, 2008, an increase of $434,972 or 786.6% compared to $55,295 for the nine months ended September 30, 2007. The increase of $434,972 is primarily attributable to television and print ads that were run during the second quarter in order to promote the Company and the brand. In addition, sales and marketing includes travel and entertainment costs incurred for product promotion.

General and Administration Costs were $468,978 for the nine months ended September 30, 2008, an increase of $423,528 or 931.8% over $45,450 in general and administrative costs for the nine months ended September 30, 2007. General and administration costs generally consist of professional fees, consulting fees, wages, insurance, research and development costs, and office expenses . The increase in expenses is primarily attributable to professional fees, consulting fees, wages, insurance, and other expense of $125,000 for the issuance of common stock during the quarter.

Depreciation and amortization was $20,460 and $13,947 for the nine months ended September 30, 2008 and 2007, respectively. The increase of $6,513 is primarily attributable to the amortization of license costs which began April 1, 2007.

Net Loss was $557,414 for the nine months ended September 30, 2008, an increase of $473,236 or 562.2% over a net loss of $84,178 for the nine months ended September 30, 2007 . The loss for the nine months ended September 30, 2008 is primarily attributable to increased general and administrative expenses and sales and marketing expenses. Although the Company has begun operations, it has still not yet achieved sufficient sales volume to offset its operating costs.

Liquidity and Capital Resources and Plan of Operations

Overview

We had net working capital deficit of $446,901 at September 30, 2008, an increase of $411,954 over a net working capital deficit of $34,947 at December 31, 2007.

We have incurred losses since inception, and consequently it is uncertain whether we will generate sufficient revenue to fund our operational costs. We incurred a loss from operations of $558,031 for the nine months ended September 30, 2008, an increase of $473,855 compared to a loss from operations of $84,178 for the nine months ended September 30, 2007. We generated a net loss for the nine months ended September 30, 2008 and 2007 of $557,414 and $84,178, respectively.

Management plans to continue to seek strategic relationships and alliances in order to further enhance the commercialization and acceptance of the CelTrek SIM technology . Until its contracts and strategic alliances become fully economically viable and marketing efforts generate sufficient transaction volume, we may borrow additional funds or seek equity infusions in order to provide adequate liquidity to sustain our operations. We cannot guarantee that such sources of funding will be available on acceptable terms, if at all, if and when they are needed.

Cash Flows for the Nine Months Ended September 30, 2008

Cash Flows from Operating Activities. Net cash used in operating activities was $137,743 for the nine months ended September 30, 2008 and net cash used in operating activities was $74,061 for the nine months ended September 30, 2007 representing an increase of $63,682. The increase in net cash used in operating activities is primarily attributable to the increase in net loss and accounts receivable offset by increases in accounts payable and accrued expenses and customer advance payable.

Cash Flows from Investing Activities. Net cash used in investing activities was $0 and $261,400 for the nine months ended September 30, 2008 and September 30 , 2007, respectively . There were no investing activities for the nine months ended September 30, 2008.

Cash Flows from Financing Activities. Net cash provided by financing activities was $127,970 and $330,000 for the nine months ended September 30, 2008 and September 30, 2007, respectively. The decrease of $202,030 is attributable to a decrease in capital investments offset by an issuance of common stock.

Cash Equivalents. Cash and cash equivalents was $3,380 at September 30, 2008, a decrease of $9,773 from $13,153 at December 31, 2007 . The decrease is primarily attributable to net cash used in operating activities of $137,743 offset by net cash provided by financing activities of $127,970.

Obligations under Material Contracts

We do not have any material contractual obligations as of September 30, 2008.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as of September 30, 2008.

Dividends

We have not paid or declared any dividends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A.

ITEM 4.

CONTROLS AND PROCEDURES.

See Item 4T.

ITEM 4T.

CONTROLS AND PROCEDURES.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

For the nine-month period ending September 30, 2008, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. This evaluation was conducted by Yakov Sarousi, our President and Principal Executive Officer and Mike Thaler, our Chief Financial Officer. Based upon this evaluation and the material weakness described below, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2008 as related to our recognition of revenue for the six-month period ended June 30, 2008. In the three months ended June 30, 2008, the Company improperly recorded approximately $450,000 as revenue for an incomplete delivery of SIM orders placed on April 10, 2008, on which $394,600 was not delivered as of June 30, 2008. Our financial statements for the period ended June 30, 2008 have been restated to correct this error and filed on Form 10-Q/A with the SEC on December 12, 2008. For more information regarding the April 10, 2008 order please refer to “Item 5 – Other Information” below.

Material Weakness in Internal Control

A material weakness as defined in the Public Company Accounting Oversight Board’s Auditing Standard #2 is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management identified significant deficiencies related to policies and procedures to ensure accurate and reliable interim consolidated financial statements. Specifically, we lacked (i) sufficient personnel with the required technical accounting and SEC financial reporting experience relating to our business to enable us to maintain adequate controls over our financial reporting and processes; and (ii) policies and procedures requiring a detailed review on a timely basis of underlying information supporting amounts included in the interim consolidated financial statements and disclosures.

As a result of the aggregation of these significant deficiencies, the Company has concluded that a material weakness exists related to our recognition of revenue for the six-month period ended June 30, 2008, as described above. Our financial statements for the period ended June 30, 2008 have been restated to correct this error and filed on Form 10-Q/A with the SEC on December 12, 2008.

Remediation of Material Weakness in Internal Control over Financial Reporting

We have engaged in various efforts in order to address the material weakness in our internal control over financial reporting and to improve the integrity of our reporting processes.

It is management’s objective to remediate the material weakness described above. The following describes the planned changes to our internal control over financial reporting prior to and subsequent to September 30, 2008 that should materially affect our internal control over financial reporting:


·	We need to invest in the implementation of a fully integrated accounting and operations internal control and management information system.

·	We need to expand our corporate infrastructure in order to upgrade and improve all internal accounting procedures and processes supporting our existing business.

·	We need to improve our organizational structure to help achieve the proper number of, and quality of our, accounting, and information technology functions, including the proper segregation of duties among accounting personnel.

·	We have refined our period-end financial reporting processes to improve the quality and timeliness of our financial information.

Lack of Segregation of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. While the Company strives to segregate duties as much as practicable, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. However, management will continue to monitor and assess the costs and benefits of additional staffing.

Changes in Internal Controls over Financial Reporting

Except as described above, there were no changes in our internal controls over financial reporting during the period ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

To our knowledge, there is no material litigation pending or threatened against us, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS

N/A.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

To our knowledge, there are no material defaults upon senior securities.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

On November 25, 2008, the Company entered into a Settlement and Release Agreement with certain customers for the partial refund of payment made for customer orders placed in April 2008 for approximately 2500 SIM cards and related services that were not delivered in full. Pursuant to the agreement, the Company issued a 5% convertible note in the principal amount of $394,600 (the “Note”), equivalent to the value of the purchase price for the undelivered portion of the customer order. The Note has a maturity date of November 25, 2009 and is convertible at $.003 at the option of the holder, subject to a 4.99% beneficial ownership restriction that can be waived upon 61 days’ notice to the Company.

On November 25, 2008, the Company, Global Roaming, Inc. (“GRI”), and certain shareholders of the Company entered into a Rescission Agreement, effective April 1, 2008 (the “Rescission Agreement”), to rescind the Share Exchange Agreement entered into by the parties on January 29, 2008 (the “Share Exchange Agreement”). Under the terms of the Share Exchange Agreement, the Company had agreed to purchase 2,000,000 shares of the common stock of Cubic Telecom, a mobile telephone provider organized under the laws of Ireland, owned by GRI (the “Cubic Shares”) in exchange for 8,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, (the “Series A Preferred Stock”).

Pursuant to the Rescission Agreement, effective April 1, 2008, the Company returned the Cubic Shares to GRI, and GRI returned the 8,000,000 Series A Preferred Stock owned by GRI directors (and executive officers and directors of the Company), Yakov Sarousi, Michael Thaler, and Jenny Callicott (Sarousi, Thaler and Callicott, collectively, the “Holders”) to the Company for cancellation.

In connection with the Rescission Agreement, on November 25, 2008, the Company, GRI, Cubic, and the Holders entered into an Indemnification and Mutual Release, effective April 1, 2008 (the “Indemnification and Release”), providing for a mutual indemnification by each party of each of the other parties for any claims, costs or expense arising as a result of a breach of representation, warranty, or other obligation made by the parties in the agreements surrounding the rescission of Cubic Shares. The Indemnification and Release also provided for a mutual release from any and all claims arising from the Share Exchange Agreement and related documents.

On November 25, 2008, the Company entered into a Subscription and Escrow Agreement with a subscriber and Sichenzia Ross Friedman Ference LLP, as escrow agent, for the sale of a promissory note to be issued in the principal amount of $60,000. The proceeds of the sale were used by the Company to pay certain accounting and legal expenses incurred by the Company.

ITEM 6 - EXHIBITS

Exhibit Number		Description

31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1		Certification by Chief Executive Officer and Chief Financial Officer , required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

SIGNATURES

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

	GLOBAL ROAMING DISTRIBUTION, INC.

DATE: February 9, 2009	By:	/s/ Michael Thaler
		Michael Thaler
		Acting President and Chief Financial Officer (principal executive and principal financial and accounting officer)

GLOBAL ROAMING DISTRIBUTION, INC. 10-Q/A