8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 27, 2006

Global Traffic Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51838	33-1117834
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Second Avenue, 5th Floor, New York, New York		10017
(Address of principal executive offices)		(Zip Code)
(212) 896-1255
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
Press Release

Item 2.02 Results of Operations and Financial Condition.

     The information in this Item is furnished to, but not filed with, the Securities and Exchange solely under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.”

     On September 27, 2006, Global Traffic Network, Inc. issued a press release reporting the financial results for its fourth quarter and its full fiscal year ended June 30, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

           Press Release, dated September 27, 2006.

SIGNATURE

     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 hereunto duly authorized.

	Global Traffic Network, Inc.
Date: September 27, 2006	By:	/s/ Scott E. Cody
		Scott E. Cody, Chief Operating Officer and
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated September 27, 2006.

EX-99.1

Exhibit 99.1

Global Traffic Network, Inc. Reports Fiscal Fourth Quarter and
Year-End 2006 Operating Results

Fiscal fourth quarter revenue increases 47% over fiscal fourth quarter 2005
Full-year revenue increases 27% over fiscal 2005

New York, NY, September 27, 2006 — Global Traffic Network, Inc. (Nasdaq: GNET), a leading provider of custom traffic and news reports to radio and television stations outside the U.S., today announced its fiscal fourth quarter and year-end 2006 results.

Revenue for the three month period ended June 30, 2006, was $5.6 million compared to $3.8 million in 2005, an increase of 47 percent. The increase is attributable to continued demand for advertising on the Company’s radio network (traffic and news) in Australia, as well as television revenue in Australia and radio traffic network revenue in Canada. Australian revenue for the three month period increased 37% in US$ and 41% in Australian dollars.

Operating, selling and general and administrative expenses in the fiscal fourth quarter were $6.6 million, an increase of 78 percent over $3.7 million in the fourth quarter of fiscal 2005. The majority of the increase pertains to the Company’s radio traffic network in Canada and news radio network in Australia, both of which had not commenced broadcasting during the previous year fiscal fourth quarter.

Net loss for the three month period ended June 30, 2006, was ($1.2) million, which was primarily due to losses associated with the Company’s continued expansion efforts in Canada. The Company’s operations in Australia turned a profit of $0.3 million for the three month period.

Twelve-Month Results

For the twelve months ended June 30, 2006, revenue was $19.5 million, which represents a 27 percent increase over revenues of $15.4 million for fiscal year 2005. Australia revenue for the twelve month period increased 24% in US$ and 25% in Australia dollars.

Operating, selling and general and administrative expenses for the year were $21.7 million, an increase of 68 percent over $12.9 million in the prior year. The increase in expenses was primarily related to the roll-out of the Company’s radio news reporting services in Australia and the introduction of its traffic reporting services in Canada.

Net loss for year ended June 30, 2006, was ($3.0) million compared to net income of $1.4 million in the in 2005. This loss was primarily due to losses from the Company’s introduction of radio traffic reporting services in Canada. The Company’s Australia operations turned a profit for the year despite $3.6 million of additional operating expenses associated with the introduction of the radio news network.

“Our fourth quarter and full-year results reflect continued strong revenue growth in our Australian business, both from our long established radio traffic reporting services, as well as our new radio

news reporting and expanded television products. We have also made significant revenue progress in our Canadian markets, even though we did not commence operations in our last initial market until during the fourth quarter.” said William L. Yde III, Chairman, Chief Executive Officer and President of Global Traffic Network, Inc. “In addition to the strong revenue growth we achieved throughout the year, we made important strategic progress, establishing the foundation for continued growth and expansion of our Australian and Canadian operations going forward.”

Mr. Yde added, “During the year, we continued to leverage our fixed infrastructure in order to expand our service offerings and provide added value to our clients. Revenue from our recently launched radio news and expanded television reports in Australia continues to increase, suggesting that the potential customer demand for such services is strong. Going forward, we will work to further expand and develop these new offerings as we did radio traffic reports in Australia.”

“In addition, we are pleased to have successfully established ourselves in the Canadian market, having launched service in our seventh metro market, Edmonton, early in the fourth quarter. With the infrastructure in place in seven of the largest metropolitan areas in Canada, we now have the ability to aggressively market our services to additional radio stations and continue to build our Canadian advertising inventory. The response we have seen thus far in Canada is encouraging. We believe there is great potential for our services in the region, and that we are well positioned to become a market leader.”

Mr. Yde concluded, “Looking ahead, we will continue working to build our business around the solid platform we have developed, expanding our presence in both Australia and Canada and furthering our reputation as a provider of high quality information services to radio and television stations in these markets. We are confident in our ability to grow our customer base, increase revenues and maximize shareholder value.”

Conference Call
Global Traffic Network will host a conference call at 8:30 a.m. EDT on September 27, 2006, to discuss its fiscal fourth quarter and year-end results, as well as other relevant matters. To listen to the call, dial 877-519-4471 (domestic), or 973-341-3080 (international). The call will also be available live on the Internet at www.globaltrafficnetwork.com and www.kcsa.com.

About Global Traffic Network
Global Traffic Network, Inc. (Nasdaq: GNET) is a leading provider of custom traffic and news reports to radio and television stations outside the U.S. The Company operates the largest traffic and news network in Australia, and operates seven traffic networks in Canada. In exchange for providing custom traffic and news reports, television and radio stations provide Global Traffic Network with commercial airtime inventory that the Company sells to advertisers. As a result, radio and television stations incur no out-of -pocket costs when contracting to use Global Traffic Network’s services. For more information, visit the Company’s website at www.GlobalTrafficNetwork.com

This press release contains statements that constitute forward-looking statements. These statements reflect our current views with respect to future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including those discussed under the heading “Risk Factors” and elsewhere in our prospectus that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements anticipated or implied by these forward-looking statements. These statements can be recognized by the use of words such as “may,” “will,” “intend,” “ should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “ predict,” “potential,” “plan,” “is designed to,” “target” or the negative of these terms, and similar expressions. We do not undertake to revise any forward-looking statements to reflect future events or circumstances.

FOR:	Global Traffic Network, Inc.
CONTACTS:	At KCSA Worldwide:	At Global Traffic Network, Inc.:
	Todd Fromer / Lee Roth	Scott Cody, Chief Financial Officer &
	212-682-6300	Chief Operating Officer
	tfromer@kcsa.com/lroth@kcsa.com	212-896-1255
		scott.cody@globaltrafficnet.com

Global Traffic Network, Inc.
Income Statement Detail (Unaudited)
Three months ended June 30,

	2006			2006			2006			2006
	Australia			Canada			Corporate			Total
Net Revenues	$	5,231		$	398		$	—		$	5,629
Operating Expenses
Traffic		2,469			1,196			—			3,665
News		991			—			—			991
TV		129			—			—			129
Selling, G&A		1,030			341			—			1,371
Corporate Overhead		—			—			363			363
Non-cash compensation		—			—			48			48
Depreciation/amortization		140			34			—			174
Operating income (loss)		472			(1,173	)		(411	)		(1,112	)
Interest expense		49			50			—			99
Other (income) expense		(9	)		8			(159	)		(160	)
Net income (loss) before taxes		432			(1,231	)		(252	)		(1,051	)
Income tax expense		135			—			—			135
Net income (loss)		297			(1,231	)		(252	)		(1,186	)

	2005			2005			2005
	Australia			Canada/ Corporate*			Total
Net Revenues	$	3,823		$	—		$	3,823
Operating Expenses
Traffic		2,201			29			2,230
News		19			—			19
TV		107			—			107
Selling, G&A		965			133			1,098
Corporate Overhead		260			—			260
Non-cash compensation		—			—			—
Depreciation/Amortization		88			—			88
Operating income (loss)		183			(162	)		21
Interest expense		20			—			20
Other (income)		(2	)		—			(2	)
Net income (loss) before taxes		165			(162	)		3
Income tax expense		50			—			50
Net income (loss)		115			(162	)		(47	)

* Canadian Traffic Network ULC was not formed until July 5, 2005.

Global Traffic Network, Inc.
Income Statement Detail (Unaudited)
12 months ended June 30,

	2006			2006			2006			2006
	Australia			Canada			Corporate			Total
Net Revenues	$	19,007		$	495		$	—		$	19,502
Operating Expenses
Traffic		9,474			1,902			—			11,376
News		3,636			—			—			3,636
TV		297			—			—			297
Selling, G&A		4,295			1,008			—			5,303
Corporate Overhead		337			—			722			1,059
Non-cash compensation		—			—			53			53
Depreciation/Amortization		530			57			—			587
Operating income (loss)		438			(2,472	)		(775	)		(2,809	)
Interest expense		193			126			—			319
Other (income) expense		(8	)		3			(215	)		(220	)
Net income (loss) before taxes		253			(2,601	)		(560	)		(2,908	)
Income tax expense		88			—			—			88
Net income (loss)		165			(2,601	)		(560	)		(2,996	)

	2005			2005			2005
	Australia			Canada/ Corporate*			Total
Net Revenues	$	15,380		$	—		$	15,380
Operating Expenses
Traffic		8,543			29			8,572
News		19			—			19
TV		117			—			117
Selling, G&A		3,445			133			3,578
Corporate Overhead		597			—			597
Non-cash compensation		—			—			—
Depreciation/Amortization		282			—			282
Operating income (loss)		2,377			(162	)		2,215
Interest expense		99			—			99
Other (income) expense		(18	)		—			(18	)
Net income (loss) before taxes		2,296			(162	)		2,134
Income tax expense		698			—			698
Net income (loss)		1,598			(162	)		1,436

* Canadian Traffic Network ULC was not formed until July 5, 2005.

GLOBAL TRAFFIC NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

	June 30,			June 30,
	2006			2005
	(Unaudited)			(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	14,649		$	51
Accounts receivable net of allowance for doubtful accounts of $11 and $0 at June 30, 2006 and 2005		4,715			3,391
Prepaids and other current assets		350			54
Taxes receivable		26			—
Deferred tax assets		134			112
Total current assets		19,874			3,608
Property and equipment, net		4,188			2,724
Intangibles		29			21
Deferred offering costs		—			83
Deferred tax assets		87			73
Other assets		110			107
Total assets	$	24,288		$	6,616
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current Liabilities:
Bank overdraft line of credit	$	611		$	184
Accounts payable and accrued expenses		3,872			2,510
Deferred revenue		—			111
Income taxes payable		132			383
Due to related parties		—			4
Current portion of long term debt		557			295
Current portion of shareholder notes payable		2,000			22
Total current liabilities		7,172			3,509
Bank overdraft line of credit		—			1,097
Long term debt, less current portion		1,286			639
Other liabilities		222			175
Total liabilities		8,680			5,420
Common stock, $.001 par value; 100,000,000 shares authorized; 12,870,000 shares issued and outstanding as of June 30, 2006 and 8,500,000 shares issued and outstanding as of June 30, 2005		13			4
Preferred stock, $.001 par value; 10,000,000 authorized; 0 issued and outstanding as of March 31, 2006 and June 30, 2005		—			—
Additional paid in capital		18,169			531
Accumulated other comprehensive income		314			320
(Accumulated deficit) retained earnings		(2,888	)		341
Total shareholders’ equity		15,608			1,196
Total liabilities and shareholders’ equity	$	24,288		$	6,616

GLOBAL TRAFFIC NETWORK, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)

	Three Months Ended						Twelve Months Ended
	June 30						June 30
	2006			2005			2006			2005			2004
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	5,629		$	3,823		$	19,502		$	15,380		$	11,154
Operating expenses		4,785			2,356			15,309			8,708			7,871
Selling, general and administrative expenses		1,782			1,358			6,415			4,175			2,750
Depreciation and amortization expense		174			88			587			282			205
Net operating (loss) income		(1,112	)		21			(2,809	)		2,215			328
Interest expense		99			20			319			99			93
Other (income) expense		(160	)		(2	)		(220	)		(18	)		29
Net (loss) income before income taxes		(1,051	)		3			(2,908	)		2,134			206
Income tax expense		135			50			88			698			74
Net (loss) income	$	(1,186	)	$	(47	)	$	(2,996	)	$	1,436		$	132
(Loss) income per common share:
Basic and diluted	$	(0.09	)	$	(0.01	)	$	(0.31	)	$	0.17		$	0.02
Weighted average common shares outstanding:
Basic and diluted		12,663,297			8,500,000			9,621,260			8,500,000			8,500,000