10-Q 1 form10-q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

 

OR

 

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

 

COMMISSION FILE NUMBER 000-25668

 

GLOBAL TECHNOLOGIES, LTD

(Exact name of registrant as specified in its charter)

 

Delaware   86-0970492

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

8 Campus Drive Suite 105

Parsippany, NJ

  07054
(Address of principal executive offices)   (Zip Code)

 

(973) 233-5151

Registrant’s telephone number, including area code:

 

A Registered Agent, Inc.

8 The Green, Suite A

Dover, DE 19901

(302) 288-0670

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No ☐

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   GTLL   OTC Markets “PINK”

 

As of May 14, 2024, there were 14,688,440,097 shares of registrant’s Class A common stock outstanding.

 

 

 

 
 

 

GLOBAL TECHNOLOGIES, LTD

FORM 10-Q

FOR THE NINE MONTHS ENDED MARCH 31, 2024

 

INDEX

 

  PAGE
PART I - FINANCIAL INFORMATION  
 
Item 1. Consolidated Financial Statements (Unaudited)  
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023 1
Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2024 and 2023 (Unaudited) 2
Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three and nine months ended March 31, 2024 and 2023 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023 (Unaudited) 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
Item 3. Quantitative and Qualitative Disclosure About Market Risk 34
Item 4. Controls and Procedures 34
   
PART II – OTHER INFORMATION  
   
Item 1. Legal Proceedings 35
Item 1A. Risk Factors 35
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities 35
Item 3. Defaults Upon Senior Securities 35
Item 4. Mine Safety Disclosures 35
Item 5. Other Information 35
Item 6. Exhibits 36
EXHIBIT INDEX 36
SIGNATURES 37

 

i
 

 

USE OF MARKET AND INDUSTRY DATA

 

This Quarterly Report on Form 10-Q includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Quarterly Report on Form 10-Q are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Quarterly Report on Form 10-Q or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Quarterly Report on Form 10-Q to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Quarterly Report on Form 10-Q.

 

Solely for convenience, we refer to trademarks in this Quarterly Report on Form 10-Q without the ® or the ™ or symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.

 

OTHER PERTINENT INFORMATION

 

Unless the context otherwise indicates, when used in this Quarterly Report on Form 10-Q, the terms “Global Technologies” “we,” “us,” “our,” the “Company” and similar terms refer to Global Technologies, Ltd, a Delaware corporation, and all of our subsidiaries and affiliates.

 

ii
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q for the period ended March 31, 2024 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, the terms, timing and closing of our proposed acquisitions or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report on Form 10-Q is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to confirm these statements to actual results, unless required by law.

 

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

  Our ability to effectively execute our business plan;
     
  Our ability to manage our expansion, growth and operating expenses;
     
  Our ability to protect our brands and reputation;
     
  Our ability to repay our debts;
     
  Our ability to rely on third-party suppliers outside of the United States;
     
  Our ability to evaluate and measure our business, prospects and performance metrics;
     
  Our ability to compete and succeed in a highly competitive and evolving industry;
     
  Our ability to respond and adapt to changes in technology and customer behavior;
     
  Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;
     
  Risks related to the anticipated timing of the closing of any potential acquisitions; and
     
  Risks related to the integration with regards to potential or completed acquisitions.

 

This Quarterly Report on Form 10-Q also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Quarterly Report on Form 10-Q and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, the possibility that we may fail to preserve our expertise in consumer product development; that existing and potential distribution partners may opt to work with, or favor the products of, competitors if our competitors offer more favorable products or pricing terms; that we may be unable to maintain or grow sources of revenue; that we may be unable maintain profitability; that we may be unable to attract and retain key personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers; that we may have unexpected increases in costs and expenses. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

iii
 

 

PART I

 

INDEX TO FINANCIAL STATEMENTS

 

  PAGE
PART I - FINANCIAL INFORMATION  
 
Item 1. Consolidated Financial Statements (Unaudited)  
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023 1
Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2024 and 2023 (Unaudited) 2
Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three and nine months ended March 31, 2024 and 2023 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements 5

 

 
 

 

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31, 2024   June 30, 2023 
   (Unaudited)     
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $144,575   $18,300 
Accounts receivable   126,688    - 
Total current assets   271,263    18,300 
Property and equipment, less accumulated depreciation of $30,480 and $18,611   130,883    17,752 
Warehouse building   -    15,000 
Goodwill   7,685,636    - 
Intangible properties   25,000    - 
Total other assets   7,841,519    32,752 
TOTAL ASSETS  $8,112,782   $51,052 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
           
CURRENT LIABILITIES          
Accounts payable  $85,939   $31,657 
Accrued interest   169,145    74,984 
Accrued executive compensation   58,333    - 
Notes payable-third parties   435,000    390,000 
Loans payable, related party   78,069    2,250 
Contingent consideration   5,764,227    - 
Derivative liability   327,947    1,180,680 
Total current liabilities   6,918,660    1,679,571 
           
TOTAL LIABILITIES  $6,918,660   $1,679,571 
           
Commitments and contingencies   -     -  
           
Mezzanine Equity:          
Common stock to be issued upon conversion of Series L Preferred Stock   1,825,000    2,899,488 
Total mezzanine equity   1,825,000    2,899,488 
           
STOCKHOLDERS’ DEFICIENCY          
Preferred stock; 5,000,000 shares authorized, $.01 par value:          
Series K; 3 shares authorized, par value $0.01, as of March 31, 2024 and June 30, 2023, there are 3 and 3 shares outstanding, respectively   -    - 
Series L; 500,000 shares authorized, par value $0.01, as of March 31, 2024 and June 30, 2023, there are 365 and 294 shares outstanding, respectively   4    3 
Class A Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of March 31, 2024 and June 30, 2023, there are 14,688,440,097 and 14,488,440,097 shares issued and outstanding, respectively   1,468,844    1,448,844 
Additional paid- in capital Class A common stock   161,073,727    159,999,238 
Additional paid- in capital preferred stock   1,827,285    1,472,285 
Exchange shares to be issued   1,921,409    - 
Common stock to be issued   30,000    30,000 
Accumulated deficit   (166,952,147)   (167,478,377)
Total stockholders’ deficiency   (630,878)   (4,528,007)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $8,112,782   $51,052 

 

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

 

1
 

 

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three and nine months ended March 31, 2024 and 2023

 

   2024   2023   2024   2023 
  

For the Three Months Ended

March 31,

  

For the Nine Months Ended

March 31,

 
   2024   2023   2024   2023 
                 
Revenue  $451,509   $-   $451,509   $14,000 
Cost of revenue   364,199    -    364,199    - 
Gross profit   87,310    -    87,310    14,000 
                     
Operating Expenses                    
Officer and director compensation (including stock-based compensation of $0, $20,000, $0 and $20,000, respectively)   25,000    20,000    75,000    354,467 
Consulting services (including stock-based compensation of $0, $0, $250,000 and $0)   2,818    500    252,818    500 
Depreciation expense   9,273    1,298    11,869    3,894 
Professional services   13,185    20,000    39,727    47,800 
Selling, general and administrative   62,981    4,497    122,236    17,166 
                     
Total operating expenses   113,257    46,295    501,650    423,827 
                     
Loss from operations   (25,947)   (46,295)   (414,340)   (409,827)
                     
Other income (expenses)                    
Interest income   -    4,315    -    13,137 
Forgiveness of debt   102,616    -    102,616    - 
Gain on sale of assets   180,378    -    180,378    - 
Gain (loss) on derivative liability   2,543,902    (619,005)   1,545,336    (74,988)
Interest expense   (44,049)   (7,397)   (195,157)   (22,573)
Amortization of debt discounts   -    -    (692,603)   (49,863)
                     
Total other income (expense)   2,782,847    (622,087)   940,570    (134,287)
                     
Income (loss) before provision for income taxes   2,756,900    (668,382)   526,230    (544,114)
                     
Provision for income taxes   -    -    -    - 
                     
Net income (loss)  $2,756,900   $(668,382)  $526,230   $(544,114)
                     
Basic and diluted income (loss) per common share  $0.00   $(0.00)  $0.00   $(0.00)
                     
Weighted average common shares outstanding – basic and diluted   14,688,440,097    14,488,440,097    14,675,537,875    14,418,436,085 

 

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

 

2
 

 

GLOBAL TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIENCY)

(UNAUDITED)

For the three and nine months ended March 31, 2024 and 2023

 

   Shares   Amount   Shares   Amount   Shares   Amount   Issued   Capital   Deficit   Total 
  

Series K

Preferred

  

Series L

Preferred

       Stock to   Additional         
   stock   stock   Common Stock   be   Paid in   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Issued   Capital   Deficit   Total 
                                         
Balances at June 30, 2022   3    -    276    3    13,785,662,319    1,378,566    -    164,118,020    (166,444,337)   (947,748)
Issuance of common stock to noteholders in satisfaction of principal and interest   -    -    -    -    702,777,778    70,278    -    180,820    -    251,098 
Net loss for the three months ended September 30, 2022   -    -    -    -    -    -    -    -    (59,456)   (59,456)
Balances at September 30, 2022   3    -    276    3    14,488,440,097    1,448,844    -    164,298,840    (166,503,793)   (756,106)
Net income for the three months ended December 31, 2022   -    -    -    -    -    -    -    -    183,724    183,724 
Balances at December 31, 2022   3   $-    276   $3    14,488,440,097   $1,448,844   $-   $164,298,840   $(166,320,069)  $(572,382)
Net loss for the three months ended March 31, 2023   -    -    -    -    -    -    -    -    (668,382)   (668,382)
Balances at March 31, 2023   3   $-    276   $3    14,488,440,097   $1,448,844   $-   $164,298,840   $(166,988,451)  $(1,240,764)
                                                   
Balances at June 30, 2023   3   $-    294   $3    14,488,440,097   $1,448,844    30,000   $161,471,523   $(167,478,377)  $(4,528,007)
Issuance of common stock for conversion of Series L preferred Stock   -    -    (4)   -    200,000,000    20,000    -    (20,000)   -    - 
Issuance of Series L preferred stock for compensation   -    -    50    -    -    -    -    250,000    -    250,000 
Net income for the three months ended September 30, 2023   -    -    -    -    -    -    -    -    1,224,822    1,224,822 
Balances at September 30, 2023   3   $-    340   $3    14,688,440,097   $1,468,844   $30,000   $161,701,523   $(166,253,555)  $(3,053,185)
Cancelation of Series L preferred stock for compensation   -    -    (6)   -    -    -    -    (30,000)   -    (30,000)
Issuance of Series L Preferred Stock for cash   -    -    6    -    -    -    -    30,000    -    30,000 
Common stock to be issued upon conversion of Series L Preferred Stock   -    -    -    -    -    -    -    (500,512)   -    (500,512)
Net loss for the three months ended December 31, 2023   -    -    -    -    -    -    -    -    (3,455,492)   (3,455,492)
Balances at December 31, 2023   3   $-    340   $3    14,688,440,097   $1,468,844   $30,000   $161,201,011   $(169,709,047)  $(7,009,189)
Common stock to be issued upon conversion of Series L Preferred Stock   -    -    -    -    -    -    -    1,575,002    -    1,575,002 
Issuance of Series L Preferred Stock as per Asset purchase Agreement   -    -    25    1    -    -    -    124,999    -    125,000 
Exchange shares to be issued   -    -    -    -    -    -    1,921,409    -    -    1,921,409 
Net income for the three months ended March 31, 2024   -    -    -    -    -    -    -    -    2,756,900    2,756,900 
Balances at March 31, 2024   3   $-    365   $4    14,688,440,097   $1,468,844   $1,951,409   $162,901,012   $(166,952,147)  $(630,878)

 

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

 

3
 

 

GLOBAL TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the nine months ended March 31, 2024 and 2023

 

   March 31, 2024   March 31,2023 
         
OPERATING ACTIVITIES:          
Net income (loss)  $526,230   $(544,114)
Adjustment to reconcile net loss to net cash provided by operating activities:          
Net acquisition of FTT   25,000    - 
Derivative liability (gain) loss   (1,545,336)   74,988 
Gain on sale of assets   (180,378)   - 
Depreciation   11,869    3,894 
Issuance of Series L Preferred Stock for consulting services   250,000    - 
Amortization of debt discounts   692,603    49,863 
Changes in operating assets and liabilities:          
Accounts receivable   (126,688)   - 
Accrued interest receivable   -    (13,137)
Loans receivable   -    847 
Accounts payable   54,282    37,131 
Accrued interest   94,161    22,573 
Accrued director’s compensation   58,333    38,074 
Net cash (used) by operating activities   (139,924)   (329,881)
           
INVESTING ACTIVITIES:          
Net cash provided (used) by investing activities   -    - 
           
FINANCING ACTIVITIES:          
Borrowings from loans payable, related parties, net   186,199    - 
Borrowings from convertible notes payable   45,000    - 
Borrowings from loans payable-officer   5,000    5,387 
Proceeds from sale of Series L Preferred Stock   30,000    - 
Net cash provided by financing activities   266,199    5,387 
           
NET (DECREASE) IN CASH AND CASH EQUIVALENTS   126,275    (324,494)
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   18,300    324,494 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $144,575   $- 
           
Supplemental Disclosures of Cash Flow Information:          
Taxes paid  $-   $- 
Interest paid  $-   $- 
           
Non-cash investing and financing activities:          
Accrual for contingent consideration of acquisition of GOe3, LLC  $5,764,227   $- 
Issuance of common stock for debt and accrued interest  $-   $251,098 
Issuance of preferred stock for asset purchase  $125,000   $- 

 

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

 

4
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION

 

Overview

 

Global Technologies, Ltd (hereinafter the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd.

 

Our principal executive offices are located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. The information contained on, or that can be accessed through, our website is not a part of this Quarterly Report on Form 10-Q. We have included our website address in this Quarterly Report solely as an inactive textual reference.

 

Current Operations

 

Global Technologies, Ltd (“Global”) is a multi-operational company with a strong desire to drive transformative innovation and sustainable growth across the technology and service sectors, empowering businesses and communities through advanced, scalable solutions that enhance connectivity, efficiency, and environmental stewardship. The Company envisions a future where technology seamlessly integrates into every aspect of life, improving the quality of life and the health of the planet. Our vision is to lead the industries we serve with groundbreaking initiatives that set new standards in innovation, customer experience, and corporate responsibility, thereby creating enduring value for all shareholders.

 

5
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION (cont’d)

 

Our wholly owned operating subsidiaries:

 

About 10 Fold Services, LLC

 

10 Fold Services, LLC (“10 Fold Services”) was formed as a Wyoming limited liability company on November 22, 2023. 10 Fold Services is a strategic consulting and procurement agency specializing in go-to-market planning and execution for companies in the health and wellness industries. Leveraging an “automation-first” approach, the Company skillfully combines internal and external resources to ensure cost-effective and impactful market introductions. As a versatile entity that acts as a service provider, SaaS company, and outsourced sales force, 10 Fold Services is committed to delivering tailored solutions that enable businesses to achieve significant market presence and sustainable growth.

 

One of 10 Fold Services’ initial clients operates in the medical sector, focusing on weight loss and fitness. Through a strategic blend of cutting-edge technologies and traditional sales techniques, 10 Fold Services has successfully assisted this client in penetrating the market effectively. This approach not only facilitated initial market entry, but also set a robust foundation for ongoing growth and expansion in a competitive industry. 10 Fold Services plans to maintain and deepen this relationship, using the insights gained to assist other clients with similar products in achieving comparable success.

 

In addition to its consulting and sales efforts, 10 Fold Services is also amassing a valuable cache of underlying customer data, which holds potential for future marketing campaigns and strategic decision-making. This data is being collected with an eye towards both internal improvements and external market opportunities, enhancing the Company’s ability to advise and support clients with data-driven insights. With this expanding database, 10 Fold Services is well-positioned to optimize marketing strategies and refine sales tactics for itself and its clients, further solidifying its role as a leader in strategic consulting for the health and wellness sector.

 

On November 23, 2023, 10 Fold Services (the “Sales Agent”) entered into a Sales Agent Agreement (the “Agreement”) with a supplier of pharmaceutical products (the “Company”), whereby 10 Fold services will act in the capacity as a non-exclusive Sales Agent. Under the terms of the Agreement, the Sales Agent will inform and educate potential customers on products marketed by the Company and to initiate sales of the products. As compensation for its services, the Sales Agent shall receive a commission based on volume sales of the pharmaceutical product.

 

On December 3, 2023, 10 Fold Services (the “Company”) entered into an Operating Agreement (the “Agreement”) with a third-party entity (the “Contractor”) (together, the “Parties”). Under the terms of the Agreement, the Contractor agrees to leverage its connections in the industry to execute sales of pharmaceutical products included within the Company’s Sales Agent Agreement. As compensation, the Parties agree to a profit-sharing model where profits from all sales generated under this Agreement will be split equally (50/50) (“Profit Share”). Profits are defined as the net collections on sales executed by the Contractor and received by the Company minus all pre-approved expenses.

 

Additional information about 10 Fold Services can be found at www.10fold.services.

 

About GOe3, LLC

 

GOe3, LLC (“GOe3”) was formed as an Arizona limited liability company on February 12, 2000 and acquired in a Share Exchange Agreement on March 15, 2024. GOe3 intends on building and operating a network of universal electric vehicle (“EV”) charging stations within 45-75 miles of selected interstate highways across the U.S. GOe3 believes its patent-pending charging station design will be a vital component to the electric vehicle charging station expansion.

 

The GoE3 Platform includes:

 

  GOe3’s Unique, Universal 50+ kW Combination Level 2/3 E³EV Charging Station
  GOe3 Integrated Solar Deployment
  GOe3 Travel Phone App and Integrated Business/Consumer Portals

 

Highlights:

 

  Multiple patents pending, including networking charging stations;
  Ability to charge any EV manufactured at the fastest possible rate (CHAdeMO, SAE quick charge when available, J1772, and Tesla supported);
  Proprietary advertising/coupon portal supports geo-targeted marketing for surrounding businesses, creating exponential revenue potential; and
  Phone App/Business Portal capitalizes on industry unique features to generate revenue e.g. hotel booking commissions, coupon revenue, business services revenue, user friendly data mining, sponsorships, and more.

 

On June 8, 2023, GOe3, LLC (“GOe3”) entered into an Earnest Money Agreement (the “Agreement”) with an independent third-party for the purchase of 1,000 GOe3 home bidirectional chargers with active grid sensing and up to 1,000 workplace charger stations by the EV infrastructure bill. The Agreement is valued at $10,000,000.

 

GOe3 recently completed phase one of its General Services Administration registration and is dedicated in becoming a multiple awards schedule holder in order that they may be awarded contracts through the latest Clean Energy Infrastructure bill, grants, and tax credits that GOE3 is uniquely qualified to supply. The completion of GOe3’s phase one registration was a pivotal component to the initiation and buildout of the chargers to be supplied under the Agreement.

 

Additional information about GOe3 can be found at www.goe3.com. Please see NOTE E – ACQUISITION OF GOe3, LLC for further information.

 

About Foxx Trot Tango, LLC

 

Foxx Trot Tango, LLC (“Foxx Trot”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trot was acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trot was the owner of a commercial building in Sylvester, GA that was sold on March 26, 2024. The Company intends on utilizing Foxx Trot for the purchase of additional parcels of real estate. Please see NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC for further information.

 

6
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B – BASIS OF PRESENTATION

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the nine months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 as filed with the Securities and Exchange Commission on December 29, 2023. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2023, and updated, as necessary, in this Quarterly Report on Form 10-Q.

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Summary of Significant Accounting Policies

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2023 filed with the Securities and Exchange Commission on December 29, 2023.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

 

As of March 31, 2024, Global Technologies had three wholly owned operating subsidiaries: 10 Fold Services, LLC (“10 Fold Services”), GOe3, LLC (“GOe3”) and Foxx Trot Tango, LLC (“Foxx Trot”). The Company elected to dissolve its non-operating subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”), Markets on Main, LLC (“MOM”) and Tersus Power, Inc. (“Tersus”).

 

7
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $144,575 of cash and cash equivalents at March 31, 2024 of which none was held in foreign bank accounts and $0 was not covered by FDIC insurance limits as of March 31, 2024.

 

Accounts Receivable and Allowance for Doubtful Accounts:

 

Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At March 31, 2024 and June 30, 2023, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.

 

Accounts receivable – related party and allowance for doubtful accounts

 

Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

 

Concentrations of Risks

 

Concentration of Accounts Receivable – On March 31, 2024 and June 30, 2023, the Company had $126,688 and $- in accounts receivable, respectively. All of the accounts receivable at March 31, 2024 was from one customer.

 

Concentration of Revenues – For the nine months ended March 31, 2024 and 2023, the Company generated $451,509 and $14,000 revenue, respectively. All of the Company’s revenue for the nine months ended March 31, 2024 was generated from one customer.

 

Concentration of Suppliers – The Company relies on a limited number of suppliers and contract manufacturers. In particular, 10 Fold Services relies upon two pharmaceutical companies to provide products for the sales generated through 10 Fold Services.

 

Income Taxes

 

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

 

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2024, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

 

8
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Financial Instruments and Fair Value of Financial Instruments

 

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

 

Derivative Liabilities

 

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

 

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Please see NOTE J - DERIVATIVE LIABILITY for further information.

 

Long-lived Assets

 

Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 

9
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Accounting for Investments - The Company accounts for investments based upon the type and nature of the investment and the availability of current information to determine its value. Investments in marketable securities in which there is a trading market will be valued at market value on the nearest trading date relative to the Company’s financial reporting requirements. Investments in which there is no trading market from which to obtain recent pricing and trading data for valuation purposes will be valued based upon management’s review of available financial information, disclosures related to the investment and recent valuations related to the investment’s fundraising efforts.

 

Deferred Financing Costs

 

Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt.

 

Revenue recognition

 

Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606:

 

Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

 

Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.

 

Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.

 

10
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.

 

Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time.

 

Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards.

 

Stock-Based Compensation

 

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. The Company accounts for non-employee stock-based awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Under the new standard, the Company will value all equity classified awards at their grant-date under ASC718 and no options were required to be revalued at adoption.

 

Related Parties

 

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 

Advertising Costs

 

Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.

 

Loss per Share

 

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

 

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the nine months ended March 31, 2024 and 2023, the Company excluded 21,250,000,000 and 33,600,000,000, respectively, shares relating to convertible notes payable to third parties and shares issuable upon conversion of the Company’s Series L Preferred stock.

 

11
 

 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Recently Enacted Accounting Standards

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.

 

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.

 

Goodwill

 

After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least quarterly.

 

Intangible Assets

 

Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC and NOTE E – ACQUISITION OF GOe3, LLC for further information.

 

12
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC

 

On July 25, 2023, the Company acquired 100% ownership of Foxx Trot Tango, LLC (“Foxx Trot”). The combination has been accounted for in the accompanying consolidated financial statements as an “acquisition” transaction. Accordingly, the financial position and results of operation of the Company prior to July 25, 2023 has been excluded from the accompanying consolidated financial statements. The Company acquired a 100% interest in exchange for Convertible Promissory Notes in the amount of $3,100,000 and the potential issuance of 680 shares of Series L Preferred Stock of the Company.

 

The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trot.

 

  

As of

July 25, 2023

 
     
Convertible promissory notes  $3,100,000 
Contingent consideration (i)   3,400,000 
Total purchase price  $6,500,000 

 

(i) Contingent consideration is based on the following:

 

Earn-Out Lease Milestones. Seller shall receive up to six hundred and eighty (680) shares of Series L Preferred Stock (“Series L Preferred”) valued at up to $3,400,000, based on the following earn-out lease milestones:

 

  (i) Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred;
  (ii) Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred;
  (iii) Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred; and
  (iv) Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred.

 

Due to the sale of the commercial building on March 26, 2024, there shall be no further potential earn-out lease milestones issuable.

 

Details regarding the book values and fair values of the net assets acquired are as follows:

 

 

   Book Value   Fair Value   Difference 
    (Unaudited)    (Unaudited)    (Unaudited) 
Cash  $10,000   $10,000   $- 
Warehouse building   2,956,583    3,600,000    643,417 
Note payable-TK Management Services, LLC   (1.500,000)   (1,500,000)   - 
Note payable-TXC Services, LLC   (1,600,000)   (1,600,000)   - 
Net Total  $(133,417)  $510,000   $643,417 

 

13
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC (cont’d)

 

Acquisitions

 

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

 

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Real properties are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

 

The following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition:

 

  

As of

July 25, 2023

 
     
Cash  $10,000 
Warehouse building (ii)   3,600,000 
Assets acquired excluding goodwill   3,610,000 
Goodwill (iii)   2,890,000 
Total purchase price  $6,500,000 

 

(ii) Warehouse Building valued at fair value based on appraisal.
(iii) Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired.

 

The changes in the carrying amount of goodwill for the period from July 25, 2023 through March 31, 2024 were as follows:

 

      
Balance as of July 25, 2023  $2,890,000 
Additions and adjustments   (2,890,000)
Balance as of March 31, 2024  $- 

 

Sale of Commercial Building

 

On March 26, 2024, the Company closed on the sale of its commercial building located in Sylvester, Georgia for an aggregate cash purchase price of $3,717,778, subject to certain adjustments within the Purchase Agreement.

 

14
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE E – ACQUISITION OF GOe3, LLC

 

On March 15, 2024, the Company acquired 100% ownership of GOe3, LLC (“GOe3”). The combination has been accounted for in the accompanying consolidated financial statements as an “acquisition” transaction. Accordingly, the financial position and results of operation of the Company prior to March 15, 2024 has been excluded from the accompanying consolidated financial statements. The Company acquired a 100% interest in exchange for “Exchange Shares” valued at $ 1,921,409 and the potential issuance of New Preferred Stock of the Company.

 

The following table summarizes the aggregate preliminary purchase price consideration paid to acquire GOe3, LLC.

 

  

As of

March 15, 2024

 
     
Exchange shares to be issued  $1,921,409 
Contingent consideration (i)   5,764,227 
Total purchase price  $7,685,636 

 

(i) Contingent consideration is based on the following:

 

Earn-Out Milestones. Seller shall receive shares of the New Preferred Stock (“New Preferred”) valued at up to $5,764,227, based on the following earn-out milestones:

 

  (i) Upon receipt of GSA number and approval/awarding of the GSA grant/contract, Seller shall receive the second 25% of the New Preferred;
  (ii) Upon sales reaching $2.5 million from the installation of charging stations, Seller shall receive the third 25% of the New Preferred;
  (iii) Upon sales reaching $10 million from the installation of charging stations, Seller shall receive the fourth 25% of the New Preferred; and
  (iv) Upon issuance of 100% of the New Preferred Shares, and subsequent conversion into Common Stock, GOe3 shall own 70% of the fully diluted shares of Common Stock of GTLL.

 

In addition, at and after Closing:

 

  (i) GOe3 shall become a wholly owned subsidiary of GTLL at Closing. Any intellectual property, patents or trademarks held by GOe3 shall remain within GOe3. Any new intellectual property, patents or trademarks filed for GOe3’s proprietary charging stations shall be filed under GOe3;
  (ii) At Closing, Bruce Brimacombe remained as President of GOe3 and was appointed as a member of the Board of Directors of GTLL and as Chairman of the Board of Directors, a candidate to be named in the near future shall be retained as CFO/COO of GTLL. Mr. Brimacombe shall enter into an Employment Agreement, Indemnification Agreement and a Board of Directors Services Agreement with GTLL. Fred Kutcher shall remain as a director and President of GTLL and its wholly owned subsidiary, 10 Fold Services, LLC. GTLL shall appoint a new board member at Closing bringing the total number of directors at Closing to three (3). Additional director changes/additions shall be as follows:

 

  a. Upon the achievement of Milestone (ii), Both GTLL and GOe3 shall appoint a new board member, bringing the total number of board members to five (5).
     
  b. Upon achievement of Milestone (iii), GOe3 shall appoint a new board member replacing one of the GTLL board members. Mr. Brimacombe shall be named President of GTLL.

 

Details regarding the book values and fair values of the net assets acquired are as follows:

 

   Book Value   Fair Value   Difference 
   (Unaudited)   (Unaudited)   (Unaudited) 
Cash  $735   $735   $       - 
Loan receivable   25,000    25,000    - 
Intangible assets   25,000    25,000    - 
Loan payable   (50,819)   (50,819)   - 
                
Net Total  $84   $84   $- 

 

Acquisitions

 

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

 

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Real properties are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

 

The changes in the carrying amount of goodwill for the period from March 15, 2024 through March 31, 2024 were as follows:

 

      
Balance as of March 15, 2024  $7,685,636 
Additions and adjustments   - 
Balance as of March 31, 2024  $7,685,636 

 

15
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE F - ACCOUNTS RECEIVABLE

 

Accounts receivable consist of the following at March 31, 2024 and June 30, 2023:

 

    March 31, 2024     June 30, 2023  
             
Trade accounts receivable   $ 126,688     $ -  
Less: allowance for credit losses     -       -  
Total accounts receivable   $ 126,688     $ -  

 

NOTE G - PROPERTY AND EQUIPMENT

 

   March 31, 2024   June 30, 2023 
         
Property and Equipment  $36,363   $36,363 
Software (Customer Relationship Management Sales Platform) (iii)   

125,000

    

-

 
Less: accumulated depreciation   (30,480)   (18,611)
Total  $130,883   $17,752 

 

  (i) Property and equipment are stated at cost and depreciated principally on methods and at rates designed to amortize their costs over their useful lives.
  (ii) Depreciation expense for the nine months ended March 31, 2024 and 2023 was $11,869 and $3,894, respectively.
  (iii)

On January 25, 2024, the Company and its wholly owned subsidiary, 10 Fold Services, LLC (“10 Fold Services”), (collectively, the “Buyers”) and Jetco Holdings, LLC (the “Seller”) (together, the “Parties”) entered into an Asset Purchase Agreement (the “Agreement”) for the purchase of a Customer Relationship Management Sales Platform (the “Purchased Asset”).

 

Under the terms of the Agreement, the Seller shall receive the following aggregate purchase price for the Purchased Asset:

 

  (a) At Closing, the Company shall issue to Seller 25 shares of Series L Preferred Stock (the “Preferred”);
     
  (b) Seller shall receive 50% of the net revenue from all sales generated through 10 Fold Services utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC;
     
  (c) Seller shall receive 10 shares of the Preferred when sales through 10 Fold Services reach $500,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC;
     
  (d) Seller shall receive 10 shares of the Preferred when sales through 10 Fold Services reach $1,000,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC; and
     
  (e) Seller shall receive 25 shares of the Preferred when sales through 10 Fold Services reach $2,000,000, net, utilizing the Purchased Asset, exclusive of any sales generated for GOe3, LLC.

 

The transaction closed on January 25, 2024. The shares of Series L Preferred Stock due to Seller were issued at Closing.

 

NOTE H – NOTES PAYABLE, THIRD PARTIES

 

Notes payable to third parties consist of:

 

  

March 31, 2024

  

June 30, 2023

 
         
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2023, with unamortized debt discount of $0 and $0 at, December 31, 2023 and June 30, 2023, respectively (i)  $100,000   $100,000 
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2023, with unamortized debt discount of $0 and $0 at, March 31, 2024 and June 30, 2023, respectively (i)  $100,000   $100,000 
Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 22, 2023, with unamortized debt discount of $0 and $0 at March 31, 2024 and June 30, 2023, respectively (ii)   200,000    200,000 
Convertible Promissory Note dated May 31, 2023 payable to MainSpring, LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023, interest at 8%, due May 31, 2024 with unamortized debt discount of $0 and $0 at, March 31, 2024 and June 30, 2023, respectively (iii)   90,000    90,000 
Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8%, due July 18, 2024 with unamortized debt discount of $0 and $0 at, March 31, 2024 and June 30, 2023, respectively (iv)   20,000    - 
Convertible Promissory Note dated October 31, 2023 payable to MainSpring, LLC (“MainSpring”), interest at 8%, due October 31, 2024 with unamortized debt discount of $0 and $0 at, March 31, 2024 and June 30, 2023, respectively (v)   25,000    - 
Totals  $435,000   $390,000 

 

(i) On January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $150,000. The Convertible Note shall accrue interest at 10% per annum. The Convertible Note was partially funded on January 27, 2021 in the amount of $100,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). As of March 31, 2024, $100,000 principal plus $22,493 interest were due.

 

16
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE H – NOTES PAYABLE, THIRD PARTIES (cont’d)

 

(ii) On February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $200,000. The Convertible Note shall accrue interest at 10% per annum. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 2022) at the option of the holder. The conversion price shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice (“Conversion Price”). “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note was funded on March 2, 2021. As of March 31, 2024, $200,000 principal plus $44,986 interest were due.
   
(iii) On May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the “Old Holder”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $90,000. On September 15, 2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this New Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New Holder. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this New Convertible Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in this New Convertible Note. Upon the occurrence of any Event of Default, this New Convertible Note shall become immediately due and payable, and the Company shall pay to the New Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the New Holder. The New Holder shall be entitled to exercise all other rights and remedies available at law or in equity. The transaction closed on May 31, 2023. As of March 31, 2024, $90,000 principal plus $6,016 interest were due.

 

17
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE H – NOTES PAYABLE, THIRD PARTIES (cont’d)

 

(iv) On July 18, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC (the “Holder”)(together, the “Parties”) in the principal amount of $20,000 and the Parties entered into a Securities Purchase Agreement (the “SPA”). The Convertible Note has a term of one (1) year, Maturity Date of July 18, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Convertible Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in this Convertible Note. Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and payable, and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity. The transaction closed on July 18, 2023. As of March 31, 2024, $20,000 principal plus $601 interest were due.
   
(v) On October 31, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to MainSpring, LLC (the “Holder”)(together, the “Parties”) in the principal amount of $25,000 and the Parties entered into a Securities Purchase Agreement (the “SPA”). The Convertible Note has a term of one (1) year, Maturity Date of October 31, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Convertible Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in this Convertible Note. Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and payable, and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity. The transaction closed on October 31, 2023. As of March 31, 2024, $25,000 principal plus $833 interest were due.

 

18
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE I – LOANS PAYABLE – RELATED PARTIES

 

The loans payable, related parties, at March 31, 2024 and June 30, 2023 consisted of:

 

   March 31, 2024  

June 30, 2023

 
         
Loans payable officers/directors  $

55,819

   $- 
Consultant, due on demand, 0% interest   22,250    2,250 
Total loans payable, related parties  $78,069   $2,250 

 

NOTE J - DERIVATIVE LIABILITY

 

The derivative liability at March 31, 2024 and June 30, 2023 consisted of:

 

  March 31, 2024  

June 30, 2023

 
         
Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information   327,947    1,180,680 
Total derivative liability  $327,947   $1,180,680 

 

The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income).

 

The fair value of the derivative liability was measured at the respective issuance dates, at March 31, 2024 and at June 30, 2023 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at March 31, 2024 were (1) stock price of $0.0002 per share, (2) conversion price of $0.0001 per share, (3) terms of 6 months, (4) expected volatility of 327.11%, and (5) risk free interest rate of 5.38%. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2023 were (1) stock price of $0.0002 per share, (2) conversion price of $0.00005 per share, (3) term of 6 months, (4) expected volatility of 305.48%, and (5) risk free interest rate of 5.47%.

 

The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3):

 

   Level 3 
     
Balance at June 30, 2023  $1,180,680 
Additions   - 
(Gain) Loss   (852,733)
Change resulting from conversions and payoffs   - 
Balance at March 31, 2024  $327,947 

 

NOTE K - CAPITAL STOCK

 

Preferred Stock

 

Filed with the State of Delaware:

 

Series A-E Preferred Stock

 

On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series A 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series A 8% Convertible Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series B 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series B 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series B 8% Convertible Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

19
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

On February 15, 2000, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series C 5% Convertible Preferred Stock, par value $0.01. The designation of the new Series C 5% Convertible Preferred Stock was approved by the Board of Directors on February 14, 2000. The Company is authorized to issue 1,000 shares of the Series C 5% Convertible Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

On April 26, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series D Convertible Preferred Stock, par value $0.01. The designation of the new Series D Convertible Preferred Stock was approved by the Board of Directors on April 26, 2001. The Company is authorized to issue 800 shares of the Series D Convertible Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

On June 28, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series E 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series E 8% Convertible Preferred Stock was approved by the Board of Directors on March 30, 2001. The Company is authorized to issue 250 shares of the Series E Convertible Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

Series K Super Voting Preferred Stock

 

On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series K Super Voting Preferred Stock, par value $0.01. The designation of the new Series K Super Voting Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue three (3) shares of the Series K Super Voting Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 3 and 3 shares issued and outstanding, respectively.

 

Dividends. Initially, there will be no dividends due or payable on the Series K Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

 

Liquidation and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the holders of Series K Super Voting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series K Super Voting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the holders of the Series K Super Voting Preferred Stock receive securities of the surviving Corporation having substantially similar rights as the Series K Super Voting Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor Corporation immediately thereafter (the “Permitted Merger”), unless the holders of the shares of Series K Super Voting Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders of Series K Super Voting Preferred Stock elect otherwise.

 

Conversion. No conversion of the Series K Super Voting Preferred Stock is permitted.

 

Rank. All shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value $0.0001 per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

 

Voting Rights.

 

A. If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any and all Preferred stocks which are issued and outstanding at the time of voting.

 

20
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

B. Each individual share of Series K Super Voting Preferred Stock shall have voting rights equal to:

 

[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of any other Preferred stocks issued and outstanding at the time of voting}]

 

Divided by:

 

[the number of shares of Series K Super Voting Preferred Stock issued and outstanding at the time of voting]

 

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series K Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws.

 

Series L Preferred Stock

 

On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series L Preferred Stock, par value $0.01. The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue five hundred thousand (500,000) shares of the Series L Preferred Stock. At March 31, 2024 and June 30, 2023, the Company had 365 and 294 shares issued and outstanding, respectively.

 

Dividends. The holders of Series L Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

 

Voting.

 

a. If at least one share of Series L Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series L Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all series of Preferred Stock which are issued and outstanding at the time of voting.

 

b. Each individual share of Series L Preferred Stock shall have voting rights equal to:

 

[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + the total number of shares of all series of Preferred Stock issued and outstanding at time of voting}]

 

divided by:

 

[the number of shares of Series L Preferred Stock issued and outstanding at the time of voting]

 

Conversion Rights.

 

a) Outstanding. If at least one share of Series L Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series L Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock defined by the formula set forth is section 4.b.

 

b) Method of Conversion.

 

i. Procedure- Before any holder of Series L Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series L Preferred Stock, and shall give written notice 5 business days prior to date of conversion to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be issued. The Company shall, within five business days, issue and deliver at such office to such holder of Series L Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.”

 

21
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

ii. Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following formula:

 

For retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept 5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company.

 

iii. Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number of shares of Common Stock equal to:

 

[5000]

 

divided by:

 

[.50 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series L Preferred stockholder]

 

Common Stock

 

Class A and Class B:

 

Identical Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.

 

22
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

Stock Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization, or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common Shares shall be proportionately subdivided or combined.

 

Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares, if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation (or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this paragraph.

 

Voting Rights.

 

(a) The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders, with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided by law.

 

(b) The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.

 

Preemptive or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.

 

23
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

Conversion Rights.

 

(a) Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder (as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder, upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman, Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual.

 

(b) Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one fully paid and non-assessable Class A Share at any time.

 

(c) Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date, and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c).

 

(d) Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not converted.

 

(e) Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not be reissued.

 

(f) Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares then authorized by the Amended and Restated Certificate of Incorporation, as amended.

 

24
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (cont’d)

 

At March 31, 2024 and June 30, 2023, the Company is authorized to issue 14,991,000,000 and 14,991,000,000 shares of Class A Common Stock, respectively. At March 31, 2024 and June 30, 2023, the Company had 14,688,440,097 and 14,488,440,097 shares issued and outstanding, respectively. At March 31, 2024 and June 30, 2023, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common Stock, respectively. At March 31, 2024 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.

 

Common Stock, Preferred Stock and Warrant Issuances

 

For the nine months ended March 31, 2024 and year ended June 30, 2023, the Company issued and/or sold the following unregistered securities:

 

Common Stock:

 

Nine months ended March 31, 2024

 

On July 18, 2023, the Company issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion of four (4) shares of Series L Preferred Stock.

 

Year ended June 30, 2023

 

On July 14, 2022, the Company issued 111,111,111 shares of common stock with a fair market value of $33,333 to a noteholder in satisfaction of $20,000 principal against the note dated January 13, 2022.

 

On July 15, 2022, the Company issued 212,500,000 shares of common stock with a fair market value of $63,750 to a noteholder in satisfaction of $23,750 principal and $1,750 interest against the note dated January 13, 2022.

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