UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____to _____
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets “PINK” |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
☐
Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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.
☒
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 such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ | |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
The
aggregate market value on December 29, 2023 (the last business day of the Company’s most recently completed second quarter) of
the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date,
was approximately $
As of September 24, 2024, there were shares of the registrant’s Class A Common Stock outstanding.
Cautionary Note Regarding Forward Looking Statements
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by any forward-looking statements.
Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; | |
| ● | risk that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses described in the agreements; | |
| ● | risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development and growth plans; | |
| ● | risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations; | |
| ● | risks and uncertainties relating to the various industries and operations we are currently engaged in; | |
| ● | results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion will not be consistent with our expectations; | |
| ● | risks related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and the potential for unexpected costs and expenses; | |
| ● | risks related to commodity price fluctuations; | |
| ● | the uncertainty of profitability based upon our history of losses; | |
| ● | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects; | |
| ● | risks related to environmental regulation and liability; | |
| ● | risks related to tax assessments; or | |
| ● | other risks and uncertainties related to our prospects, properties and business strategy. |
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. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.
OTHER PERTINENT INFORMATION
As used in this Annual Report, “Global Technologies,” the “Company,” “we,” “us,” or “our” refer to Global Technologies, Ltd, a Delaware corporation, and all of its subsidiaries, unless otherwise indicated.
USE OF MARKET AND INDUSTRY DATA
This Annual Report 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 Annual Report are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Annual Report 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 Annual Report 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 Annual Report.
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TABLE OF CONTENTS
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PART I
Item 1. Business.
Overview
Global Technologies, Ltd (“Global Technologies”) 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 office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. Our website address is www.globaltechnologiesltd.info. The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual Report.
Current Operations
Global Technologies, Ltd 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.
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 |
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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.
Research and development
For the years ended June 30, 2024 and 2023, we had $0 and $0 research and development costs, respectively.
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Potential Future Acquisitions
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such acquisition would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company.
The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.
While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders.
As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
With respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
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As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to ensure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
There are no guarantees that we will be successful in Closing any additional acquisitions or mergers.
Competition
10 Fold Services, LLC
Our competition varies according to the market, geographical area of the project and the nature and scope of a particular opportunity. The healthcare consulting industry is highly fragmented and characterized by many small and mid-sized companies that focus their operations on regional markets or specialized service niches. On any given opportunity, we may compete and/or team with local, regional and national companies.
The healthcare consulting industry is highly competitive. We compete for customers across all of our services with other healthcare management companies, including MSOs and healthcare providers, such as local, regional, and national networks of physicians, medical groups, and hospitals, many of which are substantially larger than us and have significantly greater financial and other resources, including personnel, than we have.
It is common for many of the companies we compete with to have greater financial resources, larger national platforms or greater service offerings than we currently have. Factors affecting our ability to win assignments include our marketing effectiveness, our client relationships, our ability to team with larger organizations, our capacity to accurately estimate costs and quantify the quality assurance requirements of the work, our ability to hire, train and retain qualified personnel and our ability to obtain adequate professional insurance for the work perform.
GOe3, LLC
The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size. Our existing competition in the U.S. currently includes Blink Charging Co., ChargePoint, which manufactures EV charging equipment and operates the ChargePoint Network, and EVgo, which offers home and public charging with pay-as-you-go and subscription models. Other entrants into the connected EV charging station equipment market include Flo, Volta, Clipper Creek, StarCharge, Wallbox, Freewire, Autel, and EV Connect. We believe these additional competitors struggle with gaining the necessary network traction but could gain momentum in the future. While Tesla does offer EV charging services, the connector type currently restricts the chargers to Tesla vehicles only in North America, which we believe will change as a number of OEMs have announced transitioning to the North American Charging Standard (NACS) used by Tesla. Many other EV charging companies offer non-networked or “basic” chargers with limited customer leverage but could provide a low-cost solution for basic charger needs in commercial and home locations.
Government Grants
We have retained two consulting firms to identify and process federal and state funding opportunities for EV charging infrastructure development. We are committed to pursuing EV charging development grant opportunities in all 50 states. Funding sources in the U.S. include the Department of Energy, Department of Transportation, Department of Agriculture, the VW mitigation settlement trust fund, funding initiatives from utility service providers and various state and local jurisdictions.
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Intellectual Property
We rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. Our success depends partly on our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights.
As of June 30, 2024, we had two patents pending in the United States (in the name of our subsidiary GOe3) These patents relate to various EV charging station designs. We intend to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs, and methodologies that we believe provide a meaningful competitive advantage. If we cannot do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired.
Investment Company Act 1940
Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Corporate Information
Our principal executive office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. Our website address is www.globaltechnologiesltd.info.
Human Capital Resources
Our experienced employees and management team are some of our most valuable resources, and we are committed to attracting, motivating, and retaining top talent. As of June 30, 2024, we had 2 full-time employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good.
Our success is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment where employee opinions are valued and allow our employees to use and augment their professional skills. To achieve our human capital goals, we intend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of expertise and continue to provide our personnel with personal and professional growth. We emphasize several measures and objectives in managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation and pay equity.
Diversity and Inclusion and Ethical Business Practices. We believe that a company culture focused on diversity and inclusion is a crucial driver of creativity and innovation. We also believe that diverse and inclusive teams make better business decisions, ultimately driving better business outcomes. We are committed to recruiting, retaining, and developing high-performing, innovative, and engaged employees with diverse backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity, stereotypes, or assumptions based thereon. We welcome and celebrate our teams’ differences, experiences, and beliefs, and we are investing in a more engaged, diverse, and inclusive workforce.
We also foster a strong corporate culture that promotes high standards of ethics and compliance for our business, including policies that set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We also maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the part of our businesses, employees, officers, directors, or vendors.
Available Information
Our website, www.globaltechnologiesltd.info, provides access, without charge, to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.
Item 1A. Risk Factors.
You should carefully consider the risks described below and other information in this prospectus, including the financial statements and related notes that appear at the end of this prospectus, before deciding to invest in our securities. These risks should be considered in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein. If any of the following risks actually occur, they could materially adversely affect our business, financial condition, operating results or prospects. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business, financial condition, operating results and prospects.
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Risks Relating to Our Company
We have incurred significant losses and anticipate future losses.
As of June 30, 2024, we had an accumulated deficit of $166,666,296 and stockholders’ equity of $1,532,471.
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Our existing financial resources are insufficient to meet our ongoing operating expenses.
We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.
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Scarcity of, and competition for, business opportunities and combinations.
We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
We may be negatively affected by adverse general economic conditions.
Current conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.
Because our former sole officer and director controls our voting activities, he may cause us to act in a manner that is most beneficial to himself and not to other shareholders which could cause us not to take actions that outside investors might view favorably.
Our former sole officer and director, has voting authority for approximately ninety percent (90%) of our outstanding voting stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
Our officers and directors may have conflicts of interest which may not be resolved favorably to us.
Certain conflicts of interest may exist between our officers and directors and us. Our officers and directors have other business interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See “Directors and Executive Officers” (page 68 below).
We may depend upon outside consultants/advisors; who may not be available on reasonable terms and as needed.
To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board, without any input from stockholders, will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.
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We may not be able to meet the filing and internal control reporting requirements imposed by the Securities and Exchange Commission, which may result in a decline in the price of our common shares and an inability to obtain future financing.
As directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent registered public accounting firm auditing a company’s financial statements may have to also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. We may be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement:
| ● | Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting; |
| ● | Of management’s assessment of the effectiveness of its internal control over financial reporting as of year-end; and |
| ● | Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting. |
Furthermore, our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting.
While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.
In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market price of our common stock and our ability to secure additional financing as needed.
Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.
The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.
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As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.
We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.
In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
We have material weakness in our controls and procedures.
We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024 and 2023 for the reasons discussed below:
Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024:
| ● | The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. |
| ● | Material Weakness – Inadequate segregation of duties. |
The management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:
| ● | Hiring of additional personnel to adequately segregate financial reporting duties. |
| ● | The retention of outside consultants to review our controls and procedures |
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.
A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
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General Business Risks
We are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.
We are highly dependent on our management team. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.
We will need to raise additional capital to continue operations over the coming year.
We anticipate the need to raise approximately $2,000,000 in capital to fund our operations through June 30, 2025. We expect to use these cash proceeds, primarily to expand the operations of our subsidiaries, 10 Fold Services and GOe3. We cannot guarantee that we will be able to raise these required funds or generate sufficient revenue to remain operational.
We may be unable to manage growth, which may impact our potential profitability.
Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:
| ● | Establish definitive business strategies, goals and objectives; | |
| ● | Maintain a system of management controls; and | |
| ● | Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees. |
If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline.
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Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
We may in the future be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. While neither Delaware law nor our Articles of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such a legal action, we have entered into an indemnification agreement with our President and intend to enter into similar agreements with other officers and directors in the future. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
If we are unable to maintain effective internal control over our financial reporting, the reputational effects could materially adversely affect our business.
Under the provisions of Section 404(a) of the Sarbanes-Oxley Act of 2002, as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted rules requiring public companies to perform an evaluation of Internal Control over Financial Reporting (Internal Controls) and to report on our evaluation in our Annual Report on Form 10-K. Our Internal Controls constitute a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. In the event we discover material weakness in our internal controls and our remediation of such reported material weakness is ineffective, or if in the future we are unable to maintain effective Internal Controls, additional resulting material restatements could occur, regulatory actions could be taken, and a resulting loss of investor confidence in the reliability of our financial statements could occur.
We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.
We estimate that it will cost approximately $100,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.
If the registration of our common stock is revoked in the future, our business opportunities will cease to exist.
In the event our securities registration was to be revoked, we would not have the ability to raise money through the issuance of shares and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time would no longer be tradable.
Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.
We have incurred substantial losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
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Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies.
The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of Ukraine, and the ongoing conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, and such geopolitical risks could have an adverse impact on macroeconomic factors which affect our businesses, as well as our access to capital.
Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.
We have and will continue to collect and retain large volumes of internal, partner and consumer data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional or target marketing and promotional purposes, and our various information technology systems enter, process, summarize and report such data. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, employee, and company data is critical to our business and our customers and employees are likely to have a high expectation that we will adequately protect their personal information. The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our products and services.
We also rely on accounting, financial and operational management information technology systems to conduct our operations. If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected.
We may face various security threats, including cyber security attacks on our data (including our vendors’ and customers’ data) and/or information technology infrastructure. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of customer, employee, or company data which could harm our reputation or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent. In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events.
A deterioration in the domestic and international economic environment, whether by way of current inflationary conditions or potential recessionary conditions, could adversely affect our operating results, cash flow and financial condition.
Current inflationary conditions in the United States and other parts of the world have increased some of our costs, including our cost of materials and labor. While we thus far have been largely successful in mitigating the impact of current inflationary conditions, we may need to increase our own prices on goods and services sufficiently to offset cost increases, we may not be able to maintain acceptable operating margins and achieve profitability. Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increases prices and/or result in lost sales.
Recessionary economic conditions could lower discretionary spending of our consumers, which could result in a loss of sales. Recessionary economic conditions may cause difficulty in collecting accounts receivable and reduce the availability of credit and spending power for our customers, both of which may negatively impact our business.
We may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any ability to do so may disrupt our business and hinder our ability to grow, divert the attention of key personnel, disrupt our business and impair our financial results.
As part of our business strategy, we intend to consider acquisitions of companies, technologies and products. We may not be able to identify such attractive acquisition opportunities. Acquisitions, involve numerous risks, any of which could harm our business, including, among other things:
| ● | difficulty in integrating the technologies, products, operations and existing contracts of a target company and realizing the anticipated benefits of the combined businesses; | |
| ● | mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies; | |
| ● | negative perception of the acquisition by customers, financial markets or investors; | |
| ● | difficulty in supporting and transitioning customers, if any, of the target company; | |
| ● | inability to achieve anticipated synergies or increase the revenue and profit of the acquired business; | |
| ● | the assumption of unknown liabilities; | |
| ● | exposure to potential lawsuits; | |
| ● | limitations on rights to indemnity from the seller; | |
| ● | the diversion of management’s and employees’ attention from other business concerns; | |
| ● | unforeseen difficulties operating in new geographic areas; | |
| ● | customer or key employee losses at the acquired businesses; | |
| ● | the price we pay or other resources that we devote may exceed the value we realize; or | |
| ● | the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs. |
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Risks Associated with the Acquisition of 10 Fold Services, LLC
The market for our model and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.
The market for our model is new, rapidly evolving and increasingly competitive. We are expanding our business by offering technology-driven access to consultation and treatment options for new conditions, including the utilization and integration of artificial intelligence in our offerings, but it is uncertain whether our offerings will achieve and sustain high levels of demand and market adoption. Our future financial performance depends in part on growth in this market, our ability to market effectively and in a cost-efficient manner, and our ability to adapt to emerging demands of existing and potential customers and the evolving regulatory landscape. It is difficult to predict the future growth rate and size of our target market. Negative publicity concerning telehealth generally, our offerings, customer success on our platform, or our market as a whole could limit market acceptance of our business model and services. If our customers do not perceive the benefits of our offerings, or if our offerings do not drive customer use and enrollment, then our market and our customer base may not continue to develop, or they may develop more slowly than we expect. Our success depends in part on the willingness of Providers and healthcare organizations to partner with us, increase their use of telehealth, and our ability to demonstrate the value of our technology to Providers, as well as our existing and potential customers. If Providers, healthcare organizations or regulators work in opposition to us or if we are unable to reduce healthcare costs or drive positive health outcomes for our customers, then the market for our services may not continue to develop, or it might develop more slowly than we expect. Similarly, negative publicity regarding customer confidentiality and privacy in the context of telehealth and artificial intelligence could limit market acceptance of our business model and services.
The healthcare industry in the United States is continually undergoing or threatened with significant structural change and is rapidly evolving. We believe demand for our offerings has been driven in part by rapidly growing costs in the traditional healthcare system, difficulties accessing the healthcare system, patient stigma associated with sensitive medical conditions, the movement toward patient-centricity and personalized healthcare, advances in technology, and general movement to telehealth. Widespread acceptance of personalized healthcare enabled by technology is critical to our future growth and success. A reduction in the growth of technology-enabled personalized healthcare could reduce the demand for our services and result in a lower revenue growth rate or decreased revenue. Additionally, the majority of our revenue is driven by products and services offered through our platform on a subscription basis, and the adoption of subscription business models is still relatively new, especially in the healthcare industry. If customers do not shift to subscription business models and subscription health management tools do not achieve widespread adoption, or if there is a reduction in demand for subscription products and services or subscription health management tools, our business, financial condition, and results of operations could be adversely affected.
Additionally, if healthcare or healthcare benefits trends shift or entirely new technologies are developed that replace existing offerings, our existing or future products or services could be rendered obsolete and require that we materially change our technology or business model. If we are unable to do so, our business could be adversely affected. In addition, we may experience difficulties with software development, industry standards, design or marketing that could delay or prevent our development, introduction, or implementation of new options on our platform and any enhancements thereto. Any such difficulties may have an adverse effect on our business, financial condition, and results of operations.
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Competitive platforms or other technological breakthroughs for the monitoring, management, treatment, or prevention of medical conditions may adversely affect demand for our offerings.
Our ability to achieve our strategic objectives will depend, among other things, on our ability to enable fast and efficient telehealth consultations, maintain comprehensive and affordable offerings, ensure the successful operation of our Affiliated Pharmacies, and deliver an accessible and reliable platform that is more appealing and user-friendly than available alternatives. Our competitors, as well as a number of other companies and providers, within and outside the healthcare industry, are pursuing new devices, delivery technologies, sensing technologies, procedures, treatments, drugs, and other therapies for the monitoring and treatment of medical conditions. Any technological breakthroughs in monitoring, treatment, or prevention of medical conditions, including through disruptive technologies such as artificial intelligence, that we are unable to similarly leverage could reduce the potential market for our offerings, which could significantly reduce our revenue and our potential to grow certain aspects of our business.
The introduction by competitors of solutions or offerings that are or claim to be superior to our platform or offerings may create market confusion, which may make it difficult for potential customers to differentiate between the benefits of our offerings and competitive solutions. In addition, the entry of multiple new products may lead some of our competitors to employ pricing strategies that could adversely affect the pricing of products and services we make available. If a competitor develops a product or business that competes with or is perceived to be superior to our offerings, or if a competitor employs strategies that place downward pressure on pricing within our industry, our revenue may decline significantly or may not increase in line with our forecasts, either of which could adversely affect our business, financial condition, and results of operations.
We operate in highly competitive markets and face competition from large, well-established healthcare providers, traditional retailers, pharmaceutical providers, and technology companies with significant resources, and, as a result, we may not be able to compete effectively.
The markets for healthcare and technology are intensely competitive, subject to rapid change, and significantly affected by new product and technological introductions and other market activities of industry participants. We compete directly not only with other established telehealth providers but also traditional healthcare providers, pharmacies, pharmaceutical companies, large retailers that sell non-prescription products, including, for example, over-the-counter medical devices, nutritional supplements, vitamins, and hair care treatments, as well as technology companies entering into the health and wellness industry. Our current competitors include traditional healthcare providers expanding into the telehealth market, incumbent telehealth providers, as well as new entrants into our market that are focused on direct-to-consumer healthcare or healthcare technology. Our competitors further include enterprise-focused companies that may enter the direct-to-consumer healthcare industry, as well as direct-to-consumer healthcare providers and technology companies. Many of our current and potential competitors may have greater name and brand recognition, longer operating histories, or significantly greater resources than we do, or may be able to offer products and services similar to those offered on our platform at more attractive prices than we can. Further, our current or potential competitors may be acquired by third parties with greater available resources, which has occurred and may continue to occur in our industry. In addition, our competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their solutions in the marketplace. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements and may have the ability to initiate or withstand substantial price competition.
New competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, and greater financial resources, which could put us at a competitive disadvantage. For example, some state and federal regulatory authorities lowered certain barriers to the practice of telehealth in order to make remote healthcare services more accessible in response to the COVID-19 pandemic. Although it is unclear whether these regulatory changes will be permanent or that they will have a long-term impact on the adoption of telehealth services by the general public or legislative and regulatory authorities, these changes may result in greater competition for our business. The lower barriers to entry may allow various new competitors to enter the market more quickly and cost effectively than before the COVID-19 pandemic.
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Additionally, we believe that the COVID-19 pandemic introduced many new users to telehealth and further reinforced its benefits to potential competitors. We believe this may drive additional industry consolidation or cooperative relationships that may result in competitors with greater resources and access to potential customers. For example, we believe the COVID-19 pandemic may have caused various traditional healthcare providers to evaluate, and in some cases, pursue telehealth options that can be paired with their in-person capabilities. These industry changes could better position our competitors to serve certain segments of our current or future markets, which could create additional price pressure. In light of these factors, even if our offerings are more effective than those of our competitors, current or potential customers may accept competitive solutions in lieu of purchasing from us.
Our ability to compete effectively depends on our ability to distinguish our company and our offerings from our competitors and their products, and includes factors such as:
| ● | accessibility, ease of use and convenience; |
| ● | price and affordability; |
| ● | personalization; |
| ● | brand recognition; |
| ● | long-term outcomes; |
| ● | breadth and efficacy of offerings; |
| ● | market penetration; |
| ● | marketing resources and effectiveness; |
| ● | partnerships and alliances; |
| ● | relationships with Providers, suppliers and partners; and |
| ● | regulatory compliance recourses. |
If we are unable to successfully compete with existing and potential competitors, our business, financial condition, and results of operations could be adversely affected.
Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business, financial condition, and results of operations.
In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain, particularly as a result of inflation and related market and macroeconomic responses the ongoing conflict arising out of the Russian invasion of Ukraine, and the hostilities and conflict in the Middle East. Economic uncertainty and associated macroeconomic conditions, including geopolitical tensions, inflation, trade and supply chain issues and the availability and cost of credit in the United States and other countries have contributed to increased market volatility or market declines, make it extremely difficult for our partners, suppliers, and us to accurately forecast and plan future business activities, could cause our customers to slow spending on our offerings, and could limit the ability of our Partner Pharmacies and our Affiliated Pharmacies to purchase sufficient quantities of pharmaceutical products from suppliers, which could adversely affect our ability to fulfill customer orders and attract new Providers.
A significant downturn in the domestic or global economy may cause our customers to pause, delay, or cancel spending on our platform or seek to lower their costs by exploring alternative providers or our competitors. To the extent purchases of our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general health and wellness spending. Also, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.
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We cannot predict the timing, strength, or duration of any economic slowdown or recession, or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected.
Risks Associated with GOe3, LLC
Risks Related to GOe3’s Business
| ● | GOe3 is an early-stage growth company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term. | |
| ● | GOe3’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. | |
| ● | GOe3 currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops. | |
| ● | Because GOe3 is currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could adversely affect GOe3’s operating results. | |
| ● | GOe3 will be required to install a substantial number of chargers under GOe3’s “Tiny Homes” agreement. If GOe3 does not meet GOe3’s obligations under this agreement, GOe3 may not be entitled to payments from the principals of the “Tiny Homes” agreement and may be required to pay liquidated damages, which may be significant. | |
| ● | GOe3 relies on a limited number of vendors for GOe3’s charging equipment and related support services. A loss of any of these partners could negatively affect EVgo’s business. | |
| ● | GOe3’s business is subject to risks associated with construction, cost overruns and delays and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as EVgo expands the scope of such services with other parties. | |
| ● | Disruptions in GOe3’s supply chain could adversely affect GOe3’s business. | |
| ● | GOe3 may need to raise additional funds, and these funds may not be available when needed or may only be available on unfavorable terms, which could impact the Company’s ability to fund its operations, its growth and the build-out of the Company’s network. | |
| ● | GOe3 is dependent upon the availability of electricity at GOe3’s current and future charging stations. Cost increases, delays and/or other restrictions on the availability of electricity would adversely affect GOe3’s business and results of GOe3’s operations. |
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Risks Related to the EV Market
| ● | Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for GOe3’s products and services. | |
| ● | Rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on GOe3’s future network as much as expected. Future demand for or availability of battery EVs from the medium- and heavy-duty vehicle segment may not develop as anticipated or take longer to develop than expected. | |
| ● | GOe3 anticipates it will derive revenue from the sale of regulatory credits. There are a number of factors beyond GOe3’s control that could have a material adverse effect on GOe3’s ability to generate such revenue. | |
| ● | The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification or elimination of such benefits could adversely affect GOe3’s financial results. |
Risks Related to GOe3’s Technology, Intellectual Property and Infrastructure
| ● | GOe3’s business may be adversely affected if GOe3 is unable to maintain, protect and enforce its technology and intellectual property. | |
| ● | The current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs. |
Financial, Tax and Accounting-Related Risks
| ● | Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect GOe3’s business and future profitability. | |
| ● | Continuing or worsening inflationary pressures and associated changes in monetary policy may result in increases to the cost of GOe3’s charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise. |
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Risks Related to Legal Matters and Regulations
| ● | Privacy concerns and laws, or other regulations, may adversely affect GOe3’s business. | |
| ● | Increasing attention to ESG matters may increase GOe3’s costs of compliance and adversely impact GOe3’s business. |
GOe3’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.
GOe3’s growth is highly dependent upon the continued rapid adoption of EVs by governments, businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues and government initiatives related to climate change and the environment generally. GOe3’s revenues will be driven in large part by EV drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs. suburban vs. rural and public vs. private, and DCFC vs. Level 2 charging, demand from rideshare or urban delivery fleets and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. Public DC fast charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs develops more slowly than expected or decreases, GOe3’s growth would be reduced, and GOe3’s business, prospects, financial conditions, and operating results would be harmed. The market for EVs, and ultimately EV charging, could be affected by numerous factors, such as:
| ● | perceptions about EV features, quality, driver experience, safety, performance and cost; | |
| ● | perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations; | |
| ● | competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs, high fuel-economy ICE vehicles and other types of charging methods (e.g., battery swaps); | |
| ● | volatility in the price of gasoline and diesel at the pump; | |
| ● | EV supply chain shortages and disruptions, which include but are not limited to availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to increase and on-shore EV production, and technological and logistical challenges (such as component shortages, exacerbated port congestion and intermittent supplier shutdowns and delays and product recalls due to quality control issues), which have resulted in additional costs and production delays and availability of batteries and battery materials; | |
| ● | concerns regarding the reliability, stability and capacity of the electrical grid; | |
| ● | the change in an EV battery’s ability to hold a charge over time; | |
| ● | availability of maintenance, repair services and spare parts for EVs; | |
| ● | consumers’ perception about the convenience, speed and cost of EVs and EV charging and the availability and reliability of EV charging infrastructure; | |
| ● | government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; | |
| ● | government legislation and regulations restricting the operation of autonomous vehicles; | |
| ● | relaxation of government mandates or quotas regarding the sale of EVs and fuel economy standards; | |
| ● | the number, price and variety of EV models available for purchase; and | |
| ● | concerns about the future viability of EV manufacturers. |
In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly because EVs can be more expensive than traditional gasoline-powered vehicles. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and GOe3’s products and services in particular. Moreover, any legislative or regulatory restrictions on the operation or growth of the autonomous vehicle industry, or curtailed investment in the autonomous vehicle industry, could limit demand for EV charging from operators in the autonomous vehicle industry.
While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulations and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect GOe3’s business, financial condition and operating results.
Risks Associated with Fox Trott Tango, LLC
Revenue from our properties, through the subsequent Fox Trott Tango acquisition, may be reduced or limited if the operations of our tenants are not successful.
Revenue from our properties, through the subsequent Fox Trott Tango acquisition, depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operating the property. Economic, legal, and/or competitive conditions, as well as COVID-19, may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants. Any reduction in our tenants’ abilities to pay base rent, percentage rent, or other charges on a timely basis, including the closing of stores prior to the end of the lease term or the filing by any of our tenants for bankruptcy protection, will adversely affect our financial condition and results of operations. In the event of default by a tenant, we may experience delays and unexpected costs in enforcing our rights as landlord under lease terms, which may also adversely affect our financial condition and results of operations.
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Our net income depends on the success and continued presence of our “anchor” tenants.
Our net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency, of any anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations by, or reductions in rent from, other tenants whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Over the past several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces. Therefore, tenant demand for certain of our anchor spaces may decrease and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces that could have a negative impact to our net income.
We have properties that are geographically concentrated, and adverse economic or real estate market declines in these areas could have a material adverse effect on us.
Any adverse situation that disproportionately affects the markets where our properties are concentrated may have a magnified adverse effect on our portfolio. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how economic conditions will impact this market in both the short and long term.
Declines in the economy or a decline in the real estate market in these states could hurt our financial performance and the value of our properties. Factors that may negatively affect economic conditions in these states include:
| ● | business layoffs or downsizing; | |
| ● | industry slowdowns; | |
| ● | elevated levels of inflation over an extended period of time; | |
| ● | increasing interest rates; | |
| ● | increased business restrictions due to health crises; | |
| ● | relocations of businesses; | |
| ● | changing demographics; | |
| ● | increased telecommuting and use of alternative work places; | |
| ● | infrastructure quality; | |
| ● | any oversupply of, or reduced demand for, real estate; | |
| ● | concessions or reduced rental rates under new leases for properties where tenants defaulted; and | |
| ● | increased operating costs including insurance premiums and real estate taxes. |
We may be unable to collect balances due from tenants that file for bankruptcy protection.
If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-petition amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate our lease in which event we would have a general unsecured claim that would likely be for less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.
We may experience difficulty or delay in renewing leases or re-leasing space.
We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks that, upon expiration or termination of leases, whether by their terms, as a result of a tenant bankruptcy, general economic conditions or otherwise, leases for space in our properties may not be renewed, space may not be re-leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms and may include decreases in rental rates. As a result, our net income could be reduced.
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Our performance and value are subject to general risks associated with the real estate industry.
Our economic performance and the value of our real estate assets, and consequently, the value of our investments, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected. As a company that invests in real estate, we are susceptible to the following real estate industry risks:
| ● | economic downturns in general, or in the areas where our properties are located; | |
| ● | adverse changes in local real estate market conditions, such as an oversupply or reduction in demand; | |
| ● | changes in tenant preferences that reduce the attractiveness of our properties to tenants; | |
| ● | zoning or regulatory restrictions; | |
| ● | decreases in market rental rates; | |
| ● | weather conditions that may increase or decrease energy costs and other weather-related expenses; | |
| ● | costs associated with the need to periodically repair, renovate and re-lease space; and | |
| ● | increases in the cost of adequate maintenance, insurance and other operating costs, including real estate taxes, associated with one or more properties, which may occur even when circumstances such as market factors and competition cause a reduction in revenues from one or more properties, although real estate taxes typically do not increase upon a reduction in such revenues. |
Each of these risks could result in decreases in market rental rates and increases in vacancy rates, which could adversely affect our financial condition and results of operation.
Many real estate costs are fixed, even if income from our properties decreases.
Our financial results depend primarily on leasing space in our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs. Additionally, new properties that we may acquire or redevelop may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such new properties until they are fully occupied.
Competition may limit our ability to purchase new properties and generate sufficient income from tenants.
Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition. This competition may:
| ● | reduce properties available for acquisition; | |
| ● | increase the cost of properties available for acquisition; | |
| ● | reduce rents payable to us; | |
| ● | interfere with our ability to attract and retain tenants; | |
| ● | lead to increased vacancy rates at our properties; and | |
| ● | adversely affect our ability to minimize expenses of operation. |
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Risk to Our Common Stock
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities in the secondary market.
Companies trading on the Over-the-Counter Bulletin Board must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get relisted on the OTC Bulletin Board, which may have an adverse material effect on the Company.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
| ● | the issuer of the securities that was formerly a shell company has ceased to be a shell company; | |
| ● | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; | |
| ● | the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and | |
| ● | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
At the present time, the Company is not classified as a “shell company” under Rule 405 of the Securities Act.
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We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.
We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
Authorization of preferred stock.
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. On July 16, 2019, the Company’s Board of Directors approved the designation of two new series of preferred stock, Series K Super Voting Preferred Stock (3 shares authorized) and Series L Preferred Stock (500,000 shares authorized). On June 25, 2024, the Company’s Board of Directors approved the designation of a new series of preferred stock, Series N Preferred Stock (2,000,000 shares authorized).
We have authorized 5,000,000 shares of Preferred Stock with 1,864,503 and 297 shares outstanding at June 30, 2024 and 2023, respectively. In the event of issuance of additional shares, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Please see NOTE L - CAPITAL STOCK for further information.
The market price for our common stock may be particularly volatile given our status as a relatively unknown company, with a limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.
Our stock price may be particularly volatile when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats. The volatility in our share price will be attributable to a number of factors. First, our common stock will be compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand. Second, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time. Moreover, the OTC Bulletin Board is not a liquid market in contrast to the major stock exchanges. We cannot assure you as to the liquidity or the future market prices of our common stock if a market does develop. If an active market for our common stock does not develop, the fair market value of our common stock could be materially adversely affected.
Existing stockholders will experience significant dilution from our sale of shares under potential Securities Purchase Agreements.
The sale of shares pursuant to any Securities Purchase Agreements executed by the Company in the future will have a dilutive impact on our stockholders. As a result, the market price of our common stock could decline significantly, as we sell shares pursuant to the Securities Purchase Agreement. In addition, for any particular advance, we will need to issue a greater number of shares of common stock under the Securities Purchase Agreement as our stock price declines. If our stock price is lower, then our existing stockholders would experience greater dilution.
The Company May Issue Shares of Preferred Stock with Greater Rights than Common Stock.
The Company’s charter authorizes the Board of Directors to issue one or more series of preferred stock and set the terms of the preferred stock without seeking any further approval from holders of the Company’s common stock. Any preferred stock that is issued may rank ahead of the Company’s common stock in terms of dividends, priority and liquidation premiums and may have greater voting rights than the Company’s common stock.
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Being a Public Company Significantly Increases the Company’s Administrative Costs.
The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and listing requirements subsequently adopted by the NYSE Amex in response to Sarbanes-Oxley, have required changes in corporate governance practices, internal control policies and audit committee practices of public companies. Although the Company is a relatively small public company, these rules, regulations, and requirements for the most part apply to the same extent as they apply to all major publicly traded companies. As a result, they have significantly increased the Company’s legal, financial, compliance and administrative costs, and have made certain other activities more time consuming and costly, as well as requiring substantial time and attention of our senior management. The Company expects its continued compliance with these and future rules and regulations to continue to require significant resources. These rules and regulations also may make it more difficult and more expensive for the Company to obtain director and officer liability insurance in the future and could make it more difficult for it to attract and retain qualified members for the Company’s Board of Directors, particularly to serve on its audit committee.
Our shares are subject to the U.S. “Penny Stock” Rules and investors who purchase our shares may have difficulty re-selling their shares as the liquidity of the market for our shares may be adversely affected by the impact of the “Penny Stock” Rules.
Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market. Our common shares are not currently traded on the OTC Bulletin Board, but it is the Company’s plan that the common shares be quoted on the OTC Bulletin Board. A “penny stock” is generally defined by regulations of the U.S. Securities and Exchange Commission (“SEC”) as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US $5.00 will not be considered a penny stock if it fits within any of the following exceptions:
| (i) | the equity security is listed on NASDAQ or a national securities exchange; | |
| (ii) | the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US $5,000,000, or (b) average annual revenue of at least US $6,000,000; or | |
| (iii) | the issuer of the equity security has been in continuous operation for more than three years and has net tangible assets of at least US $2,000,000. |
Our common stock does not currently fit into any of the above exceptions.
If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share. Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the broker/dealers’ ability to trade, and a purchaser’s ability to sell, the stock in the secondary market.
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The low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.
Because we can issue additional shares of Class A Common Stock, purchasers of our common stock may incur immediate dilution and experience further dilution.
We are authorized to issue up to 14,991,000,000 shares of Class A Common Stock, of which 14,688,440,097 and 14,488,440,097 shares of common stock are issued and outstanding as of June 30, 2024 and June 30, 2023, respectively. Our Board of Directors has the authority to cause us to issue additional shares of common stock and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future. Please see NOTE - L CAPITAL STOCK for further information.
A reverse stock split may decrease the liquidity of the shares of our common stock.
The liquidity of the shares of our common stock may be affected adversely by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.
Following a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.
Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, we cannot assure you that a reverse stock split will result in a share price that will attract new investors.
You may be diluted by conversions of the Company’s convertible notes.
As of June 30, 2024, we had (i) outstanding Convertible Promissory Notes in an aggregate principal amount of $435,000, which are convertible for up to 3,000,000,000 shares of our Class A Common Stock based on a closing stock price of $0.0002 at June 30, 2024 and inherent conversion features.
The conversion of the Convertible Promissory Notes will result in further dilution of your investment. In addition, you may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less in net tangible book value than the full purchase price you paid for the shares in the event of liquidation. As of the date of this filing, the Company does not have a sufficient number of authorized but unissued shares to issue in the event our noteholders were to elect to convert into shares of our Class A Common Stock. The Company may be required to file an Amendment to its Articles of Incorporation to increase the number of authorized shares of Class A Common Stock or to effect a reverse stock split to satisfy the requested conversions.
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Issuances of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, will dilute your ownership interests and may adversely affect the future market price of our common stock.
The issuance of additional shares of our common stock or securities convertible into or exchangeable for our common stock could be dilutive to stockholders if they do not invest in future offerings. We may seek additional capital through a combination of private and public offerings in the future.
The Company’s shares of common stock are quoted on the OTC Pink Sheet market, which limits the liquidity and price of the Company’s common stock.
The Company’s shares of Common Stock are traded on the OTC Pink Sheet market under the symbol “GTLL.” Quotation of the Company’s securities on the OTC Pink Sheet market limits the liquidity and price of the Company’s Common Stock more than if the Company’s shares of Common Stock were listed on The Nasdaq Stock Market or a national exchange. There is currently no active trading market in the Company’s Common Stock. There can be no assurance that there will be an active trading market for the Company’s Common Stock following a business combination. In the event that an active trading market commences, there can be no assurance as to the market price of the Company’s shares of Common Stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
We are classified as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
We are a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings.
Cautionary Note
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
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Item 1B. Unresolved Staff Comments.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1C. Cybersecurity
Cyber Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing risks from cybersecurity threats. Our approach to cybersecurity risk management is aligned with our risk profile and business.
We have leveraged the support of third-party information technology and security providers, including to perform a risk assessment designed to identify, assess, and manage cybersecurity risks. Further, we follow a formal, documented process to assess the data protection practices of certain third-party vendors that handle sensitive information on our behalf.
Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us or our business strategy, results of operations or financial condition, we could, from time to time, experience threats and security incidents relating to our and our third-party vendors’ information systems. For more information, please see the section entitled “Risk Factors” in this Annual Report on Form 10-K.
Governance Related to Cybersecurity Risks
We consult with a third party for the strategic leadership and direction of our cybersecurity program. The consultant has nearly 15 years of experience as an information technology professional.
Our board of directors has oversight over cybersecurity risks. Our management provides periodic presentations to the board of directors on our cybersecurity program, including updates on cybersecurity risks and related cybersecurity strategy, as applicable. The management provides updates regarding our cybersecurity program to the board of directors when material.
While we have not experienced any material cybersecurity threats or incidents in recent years, there can be no guarantee that we will not be the subject of future threats or incidents
Item 2. Properties.
Our principal executive office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151.
Item 3. Legal Proceedings.
From time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities be incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A Common Stock is quoted under the symbol “GTLL” on the OTC Markets “PINK.” The following information reflects the high and low closing prices of the Company’s Class A Common Stock on the OTC Markets “PINK.”
| Quarterly period | Low | High | ||||||
| Fiscal year ended June 30, 2024: | ||||||||
| First Quarter | $ | 0.0001 | $ | 0.0003 | ||||
| Second Quarter | $ | 0.0001 | $ | 0.0002 | ||||
| Third Quarter | $ | 0.0002 | $ | 0.0004 | ||||
| Fourth Quarter | $ | 0.0001 | $ | 0.0004 | ||||
| Fiscal year ended June 30, 2023: | ||||||||
| First Quarter | $ | 0.0002 | $ | 0.0005 | ||||
| Second Quarter | $ | 0.0001 | $ | 0.0003 | ||||
| Third Quarter | $ | 0.0001 | $ | 0.0002 | ||||
| Fourth Quarter | $ | 0.0001 | $ | 0.0004 | ||||
Holders of Record
The Company had approximately 299 holders of record of our Class A Common Stock as of September 23, 2024.
Dividends
We have never paid cash dividends on any of our capital stock, and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not currently maintain any Equity Compensation Plans.
Recent Sales of Unregistered Securities, Uses of Proceeds from Registered Securities and Issuer Purchases of Equity Securities
We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the following transactions under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve a public offering, or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. All of the purchasers of unregistered securities for which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued in such transactions.
Class A Common Stock:
Year ended June 30, 2024
On July 18, 2023, the Company issued 200,000,000 shares of Class A 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 Class A 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 Class A 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.
On August 8, 2022, the Company issued 379,166,667 shares of Class A Common Stock with a fair market value of $113,750 to a noteholder in satisfaction of $43,750 principal and $1,750 interest against the note dated February 4, 2022.
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Warrants:
As of June 30, 2024, the Company had no outstanding warrants.
Penny Stock
Penny Stock Regulation Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.
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Item 6. Selected Financial Data
Not required for smaller reporting company.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report. This discussion and analysis contain forward-looking statements that are based upon current expectations and involve risks, assumptions and uncertainties.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus.
Although the forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in herein and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.
| 32 |
Financing Needs
In order to fund our operations, we rely upon direct investments, partnerships and joint ventures with accredited investors. Once the Company becomes profitable, we intend to fund our operations from free cash flow.
At present, the Company only has sufficient funds to conduct its operations for six to nine months. There can be no assurance that additional financing will be available in amounts or on terms acceptable to the Company, if at all.
If we are not successful in generating sufficient liquidity from Company operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on the Company’s business, results of operations liquidity and financial condition.
The Company presently does not have any available credit, bank financing or other external sources of liquidity. Due to its brief history under its current business model and historical operating losses, the Company’s operations have not been a source of liquidity. The Company will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the Company will be successful in obtaining additional funding.
The Company will need additional investments in order to continue operations. Additional investments are being sought, but the Company cannot guarantee that it will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. In the event there is a downturn in the U.S. stock and debt markets, this could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it, or experience unexpected cash requirements that would force it to seek alternative financing. Further, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders.
Results from Operations
The following table sets forth information comparing the components of net income (loss) for the years ended June 30, 2024 and 2023:
Year Ended June 30, | Period over Period Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Revenues, net | $ | 1,057,685 | $ | 17,000 | $ | 1,040,685 | 6,121.68 | % | ||||||||
| Cost of revenues | 576,630 | - | 576,630 | 100.00 | % | |||||||||||
| Gross profit | 481,055 | 17,000 | 464,055 | 2,729.74 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 142,396 | 33,586 | 108,810 | 323.97 | % | |||||||||||
| Officer and director compensation (stock-based compensation of $0 and $0, respectively) | 100,000 | 378,634 | (278,634 | ) | -73.59 | % | ||||||||||
| Professional services, including stock-based fees of $302,500 and $75,000, respectively | 399,668 | 122,800 | 276,868 | 225.46 | % | |||||||||||
| Other operating expenses | 50,975 | 5,192 | 45,783 | 881.80 | % | |||||||||||
| Total operating expenses | 693,039 | 540,212 | 152,827 | 28.29 | % | |||||||||||
| Operating loss | (211,984 | ) | (523,212 | ) | 311,228 | -59.48 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Gain (loss) on derivative liability | 1,545,336 | (67,799 | ) | 1,613,135 | -2,379.29 | % | ||||||||||
| Forgiveness of debt and accrued interest | 196,832 | - | 196,832 | 100.00 | % | |||||||||||
| Gain on sale of commercial property | 180,378 | - | 180,378 | 100.00 | % | |||||||||||
| Write-off of note receivable and accounts receivable | - | (355,000 | ) | 355,000 | -100.00 | % | ||||||||||
| Amortization of debt discounts | (692,603 | ) | (49,863 | ) | (642,740 | ) | 1,289.01 | % | ||||||||
| Interest expense | (205,878 | ) | (38,166 | ) | (167,712 | ) | 439.43 | % | ||||||||
| Total other income (expense) | 1,024,065 | (510,828 | ) | 1,534,893 | -300.47 | % | ||||||||||
| Income (loss) before income taxes | 812,081 | (1,034,040 | ) | 1,846,121 | -178.53 | % | ||||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net income (loss) | $ | 812,081 | $ | (1,034,040 | ) | $ | 1,846,121 | -178.53 | % | |||||||
Revenues
Since our inception on January 20, 1999, we have generated minimal revenue from our operations. We cannot guarantee we will be successful in our business operations. We have limited financial resources and limited operations until such time that we are able to begin to generate revenue from our own operations. Our business is subject to risks inherent in the establishment of a new business plan through the start-up of 10 Fold Services and subsequent acquisition of Goe3, including the financial risks associated with the limited capital resources currently available to us and risks associated with the implementation of our business strategies.
For the years ended June 30, 2024 and 2023, we generated $1,057,685 and $17,000 in revenue, respectively. Our revenue for the year ended June 30, 2024 was entirely comprised of revenue generated through the Company’s wholly owned subsidiary, 10 Fold Services. Our revenue for the year ended June 30, 2023 was entirely comprised from consulting services.
For the years ended June 30, 2024 and 2023, our cost of revenues was $576,630 and $0, respectively. The makeup of the cost of goods sold for the year ended June 30, 2024 was 100% comprised of costs associated with the revenue derived from 10 Fold Services.
| 33 |
Operating Expenses
Our operating expenses were $693,039 and $540,212 for the years ended June 30, 2024 and 2023, respectively. The increase in operating expenses for the year ended June 30, 2024 is largely attributable to an increase in professional services.
We incurred $0 and $0 in advertising expenses for the years ended June 30, 2024 and 2023, respectively.
We incurred $100,000 and $378,634 in officer and director related compensation for the years ended June 30, 2024 and 2023, respectively.
Loss from Operations
The Company’s loss from operations decreased to ($211,984) for the year ended June 30, 2024 from ($523,212) for the year ended June 30, 2023, a decrease of $311,228. The decrease in loss from operations is largely attributable to the Company’s increase in revenue for the year ended June 30, 2024.
Other Income (Expenses)
Other income (expenses) were $1,024,065 for the year ended June 30, 2024 versus ($510,828) for the year ended June 30, 2023. The increase in other income for the year ended June 30, 2024 is largely attributable to a gain on derivative liability of $1,545,336, forgiveness of debt and accrued interest of $196,832 and gain on sale of commercial property of $180,378.
Net income (loss)
For the year ended June 30, 2024, our net income increased to $812,081, as compared to a net loss of ($1,034,040) for the year ended June 30, 2023, an increase of $1,846,121. The increase in net income is largely attributable to the Company’s increase in revenue and increase in other income.
Liquidity and Capital Resources
The following table summarizes the cash flows for the years ended June 30, 2024 and 2023:
| 2024 | 2023 | |||||||
| Cash Flows: | ||||||||
| Net cash (used in) operating activities | (38,738 | ) | (392,437 | ) | ||||
| Net cash provided by investing activities | - | (15,000 | ) | |||||
| Net cash provided by financing activities | 136,185 | 101,243 | ||||||
| Net increase (decrease) in cash | 97,447 | (306,194 | ) | |||||
| Cash at beginning of period | 18,300 | 324,494 | ||||||
| Cash at end of period | $ | 115,747 | $ | 18,300 | ||||
Our cash on hand as of June 30, 2024 and June 30, 2023, was $115,747 and $18,300, respectively.
We had net cash (used in) operating activities for the years ended June 30, 2024 and June 30, 2023 of ($38,738) and ($392,437), respectively.
We had net cash (used in) investing activities for the years ended June 30, 2024 and June 30, 2023 of $0 and ($15,000), respectively.
We had net cash provided by financing activities for the years ended June 30, 2024 and June 30, 2023 of $136,185 and $101,243, respectively.
We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
We are dependent on the sale of our securities or issuance of debt to fund our operations and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
| 34 |
If we are unable to raise the funds, we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.
Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. Please see NOTE O- GOING CONCERN UNCERTAINTY for further information.
Notes payable, third parties
Our Notes payable, third parties, were $435,000 and $390,000 as of June 30, 2024, and June 30, 2023, respectively. Please see NOTE I – NOTES PAYABLE, THIRD PARTIES for a full schedule of all notes payable to third parties, including issue date, maturity date and interest rate.
Loans payable, related parties
Our loans payable, related parties, was $68,269 and $2,250 as of June 30, 2024 and June 30, 2023, respectively.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| 35 |
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
| 36 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
GLOBAL TECHNOLOGIES, LTD.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Global Technologies, Ltd (the ‘Company’) as of June 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note O, the Company suffered an accumulated deficit of $(166,666,296), and a negative working capital of $(6,304,772). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note O to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
(Chartered Accountants)
We have served as the Company’s auditor since April 2024.
September 20, 2024
| 37 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Global Technologies, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Global Technologies, Ltd. and Subsidiaries (“the Company”) as of June 30, 2023, and the related consolidated statements of operations, stockholders’ equity (deficiency), and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note O to the financial statements, the Company has a history of net losses, an accumulated deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note O. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Potential Discontinued Operations – Refer to Notes A and N to the Financial Statements
The Company has several subsidiaries with varied business operations and acquired additional companies subsequent to June 30, 2023. There is potential that one or more of the subsidiaries during the year under audit may have discontinued operations which would require additional disclosures and may materially impact the presentation on the financial statements. Determination of the status of the subsidiaries’ operations is potentially subject to judgment and estimation.
How the Critical Audit Matter Was Addressed in the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included:
| ● | Review of underlying agreements and documentation for evidence that deconsolidation, assets are held for sale, or abandonment has occurred. | |
| ● | Determination if it appears reasonable that the entities and related assets are available for future operations. | |
| ● | Assessment of any potential material impact to the financial statements and related disclosures in the qualitative or quantitative sense. |
|
We have served as the Company’s auditor since 2019.
|
|
| December 28, 2023 |
| 38 |
GLOBAL TECHNOLOGIES, LTD
CONSOLIDATED BALANCE SHEETS
| June 30, 2024 | June 30, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid deposits | ||||||||
| Total current assets | ||||||||
| Property and equipment, less accumulated depreciation of $ | ||||||||
| Warehouse building | ||||||||
| Goodwill | ||||||||
| Intangible properties | ||||||||
| Total other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued executive compensation | ||||||||
| Notes payable-third parties | ||||||||
| Loans payable, related party | ||||||||
| Contingent consideration | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Mezzanine Equity: | ||||||||
| Common stock to be issued upon conversion of Series L Preferred Stock | ||||||||
| Total mezzanine equity | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIENCY): | ||||||||
| Preferred stock; shares authorized, $ par value: | ||||||||
| Series K; shares authorized, par value $, as of June 30, 2024 and 2023, there are and shares outstanding, respectively | ||||||||
| Series L; shares authorized, par value $, as of June 30, 2024 and 2023, there are and shares outstanding, respectively | ||||||||
| Series N; shares authorized, par value $, as of June 30, 2024 and 2023, there are and shares outstanding, respectively | ||||||||
| Class A Common stock; shares authorized, $ par value, as of June 30, 2024 and 2023, there are and shares issued and outstanding, respectively | ||||||||
| Additional paid- in capital Class A common stock | ||||||||
| Additional paid- in capital preferred stock | ||||||||
| Exchange shares to be issued | ||||||||
| Common stock to be issued | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficiency) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 39 |
GLOBAL TECHNOLOGIES, LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended June 30, 2024 and 2023
| 2024 | 2023 | |||||||
| Revenue earned: | ||||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| Officer and director compensation, including stock-based compensation of $ and $, respectively | ||||||||
| Consulting services | ||||||||
| Depreciation expense | ||||||||
| Professional services, including stock-based fees of $ and $, respectively | ||||||||
| Selling, general and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Gain (expense) on derivative liability | ( | ) | ||||||
| Forgiveness of debt and accrued interest | ||||||||
| Gain on sale of assets | ||||||||
| Write-off of note receivable and accounts receivable | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Amortization of debt discounts | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Basic and diluted income (loss) per common share | $ | $ | ) | |||||
| Weighted average common shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 40 |
GLOBAL
TECHNOLOGIES, LTD
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
For the years ended June 30, 2024 and 2023
| Series K Preferred | Series L Preferred | Series N Preferred | Common Stock to | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| stock | stock | stock | Common Stock | be | Paid in | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Issued | Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balances on June 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock to a noteholder in satisfaction of principal and interest | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of 3 Series L Preferred stock for common stock to be issued | - | ( | ) | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Series L Preferred stock in satisfaction of professional fees | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series L Preferred stock in satisfaction of related party debt | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued upon conversion of Series L Preferred Stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net loss for the year ended June 30, 2023 | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances on June 30, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balances on June 30, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of Series L preferred Stock | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series L preferred stock for compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Cancelation of Series L preferred stock for compensation | - | ( | ) | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Issuance of Series L Preferred Stock for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued upon conversion of Series L Preferred Stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Series L Preferred Stock as per Asset purchase Agreement | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued upon conversion of Series L Preferred Stock | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange shares to be issued | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Cancelation of Series L preferred stock for compensation | - | ( | ) | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Exchange Series L stock for Series N preferred stock | - | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series L preferred stock for compensation | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year ended June 30, 2024 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balances on June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 41 |
GLOBAL
TECHNOLOGIES, LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2024 and 2023
| June 30, 2024 | June 30, 2023 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net loss to net cash provided by operating activities: | ||||||||
| Exchange of stock and issuing Series N Preferred Stock for bonus compensation | ||||||||
| Issuance of Series L preferred stock in settlement of related party accounts due | ||||||||
| Derivative liability (gain) loss | ( | ) | ||||||
| Net acquisition of FTT | ||||||||
| Gain on sale of assets | ( | ) | ||||||
| Issuance of Series L Preferred stock for compensation | ||||||||
| Issuance of common stock for stock-based professional fees | ||||||||
| Write-off of note, accrued interest receivable and accounts receivable | ||||||||
| Depreciation | ||||||||
| Amortization of debt discounts | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid deposits | ( | ) | ||||||
| Accrued executive compensation | ||||||||
| Accounts payable | ||||||||
| Accrued interest | ||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Deposit on building | ( | ) | ||||||
| Net cash (used in) investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES: | ||||||||
| Borrowings from loans payable officer | ||||||||
| Proceeds from notes payable-third parties | ||||||||
| Proceeds from sale of Series L Preferred Stock | ||||||||
| Borrowings from loans payable, related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Issuance of preferred stock for asset purchase | $ | $ | ||||||
| Issuance of common stock for debt | $ | $ | ||||||
| Issuance of Series L Preferred stock for payment of professional services | $ | $ | ||||||
| Accrual for contingent consideration of acquisition of GOe3, LLC | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 42 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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 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.
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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 $
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.
| 44 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE B – BASIS OF PRESENTATION
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The 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 consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2024 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented.
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.
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 June 30, 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”).
| 45 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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
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 June 30, 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 June 30, 2024 and June 30, 2023, the Company had $
Concentration
of Revenues – For the years ended June 30, 2024 and 2023, the Company generated revenue of $
Concentration
of Suppliers – For the years ended June 30, 2024 and 2023, the Company had
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 June 30, 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.
| 46 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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 K - 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.
| 47 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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.
| 48 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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.
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 years ended June 30, 2024 and 2023, the Company excluded and , respectively, shares relating to convertible notes payable to third parties. For the years ended June 30, 2024 and 2023, the Company excluded and , respectively, shares relating to shares issuable upon conversion of the Company’s Series L Preferred stock.
| 49 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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. As required by this standard, our evaluation of adoption of ASU 2016-13 had no material impact 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. As required by this standard, our evaluation of adoption of ASU 2020-06 had no material impact 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.
| 50 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC
On
July 25, 2023, the Company acquired
The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trot.
As of July 25, 2023 | ||||
| Convertible promissory notes | $ | |||
| Contingent consideration (i) | ||||
| Total purchase price | $ | |||
| (i) |
Earn-Out
Lease Milestones. Seller shall receive up to six hundred and eighty () shares of Series L Preferred Stock (“Series L Preferred”)
valued at up to $
| (i) | ||
| (ii) | ||
| (iii) | ||
| (iv) |
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 | $ | $ | $ | |||||||||
| Warehouse building | ||||||||||||
| Note payable-TK Management Services, LLC | ( | ) | ( | ) | ||||||||
| Note payable-TXC Services, LLC | ( | ) | ( | ) | ||||||||
| Net Total | $ | ( | ) | $ | $ | |||||||
| 51 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
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 | $ | |||
| Warehouse building (ii) | ||||
| Goodwill (iii) | ||||
| Total purchase price | $ | |||
| (ii) | |
| (iii) |
The changes in the carrying amount of goodwill for the period from July 25, 2023 through June 30, 2024 were as follows:
| Balance as of July 25, 2023 | $ | |||
| Additions and adjustments | ( | ) | ||
| Balance as of June 30, 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 $
| 52 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE E – ACQUISITION OF GOe3, LLC
On
March 15, 2024, the Company acquired
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 | $ | |||
| Contingent consideration (i) | ||||
| Total purchase price | $ | |||
| (i) |
Earn-Out
Milestones. Seller shall receive shares of the New Preferred Stock (“New Preferred”) valued at up to $
| (i) | ||
| (ii) | ||
| (iii) | ||
| (iv) |
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 | $ | $ | $ | |||||||||
| Loan receivable | ||||||||||||
| Intangible assets | ||||||||||||
| Loan payable | ( | ) | ( | ) | ||||||||
| Net Total | $ | ( | ) | $ | ( | ) | $ | |||||
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 June 30, 2024 were as follows:
| Balance as of March 15, 2024 | $ | |||
| Additions and adjustments | ||||
| Balance as of June 30, 2024 | $ |
| 53 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE F - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at June 30, 2024 and June 30, 2023:
| June 30, 2024 | June 30, 2023 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ||||||||
| Total accounts receivable | $ | $ | ||||||
NOTE G – PREPAID DEPOSITS
Prepaid deposits consist of the following at June 30, 2024 and June 30, 2023:
| June 30, 2024 | June 30, 2023 | |||||||
| Prepaid deposits | $ | $ | ||||||
| Total prepaid deposits | $ | $ | ||||||
NOTE H - PROPERTY AND EQUIPMENT
| June 30, 2024 | June 30, 2023 | |||||||
| Property and Equipment | $ | $ | ||||||
| Software (Customer Relationship Management Sales Platform) (iii) | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| (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 years ended June 30, 2024 and 2023 was $ | |
| (iii) |
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 shares of Series L Preferred Stock (the “Preferred”); | |
| (b) | Seller
shall receive | |
| (c) | Seller
shall receive
shares of the Preferred when sales through 10 Fold Services reach $ | |
| (d) | Seller
shall receive
shares of the Preferred when sales through 10 Fold Services reach $ | |
| (e) | Seller
shall receive
shares of the Preferred when sales through 10 Fold Services reach $ |
The transaction closed on January 25, 2024. The shares of Series L Preferred Stock due to Seller were issued at Closing.
NOTE I – NOTES PAYABLE, THIRD PARTIES
Notes payable to third parties consist of:
June 30, 2024 | June 30, 2023 | |||||||
| Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at | $ | $ | ||||||
| Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at | ||||||||
| 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 | ||||||||
| Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at | ||||||||
| Convertible Promissory Note dated October 31, 2023 payable to MainSpring, LLC (“MainSpring”), interest at | ||||||||
| Totals | $ | $ | ||||||
| (i) |
| 54 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE I – NOTES PAYABLE, THIRD PARTIES (cont’d)
| (ii) | |
| (iii) |
| 55 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE I – NOTES PAYABLE, THIRD PARTIES (cont’d)
| (iv) | |
| (v) |
| 56 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE J– LOANS PAYABLE – RELATED PARTIES
The loans payable, related parties, at June 30, 2024 and 2023 consisted of:
| June 30, 2024 | June 30, 2023 | |||||||
| Loans payable officers/directors | $ | $ | ||||||
| Consultant, due on demand, | ||||||||
| Total loans payable, related parties | $ | $ | ||||||
NOTE K - DERIVATIVE LIABILITY
The derivative liability at June 30, 2024 and 2023 consisted of:
| June 30, 2024 | June 30, 2023 | |||||||
| Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE I – NOTES PAYABLE, THIRD PARTIES for further information | ||||||||
| Total derivative liability | $ | $ | ||||||
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 June 30, 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 June 30, 2024 were (1) stock price of $
per share, (2) conversion price of $
per share, (3) terms of
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 | $ | |||
| Additions | ||||
| (Gain) Loss | ( | ) | ||
| Change resulting from conversions and payoffs | ||||
| Balance at June 30, 2024 | $ | |||
NOTE L - 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 $. 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 shares of the Series A 8% Convertible Preferred Stock. At June 30, 2024 and 2023, the Company had and 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 $. 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 shares of the Series B 8% Convertible Preferred Stock. At June 30, 2024 and 2023, the Company had and shares issued and outstanding, respectively.
| 57 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - 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 $. 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 shares of the Series C 5% Convertible Preferred Stock. At June 30, 2024 and 2023, the Company had and 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 $. 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 shares of the Series D Convertible Preferred Stock. At June 30, 2024 and 2023, the Company had and 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 $. 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 shares of the Series E Convertible Preferred Stock. At June 30, 2024 and 2023, the Company had and 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 $. 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 () shares of the Series K Super Voting Preferred Stock. At June 30, 2024 and 2023, the Company had and 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.
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.
| 58 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - 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 $. 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 () shares of the Series L Preferred Stock. At June 30, 2024 and 2023, the Company had and 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.”
| 59 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - 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:
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]
Series N Preferred Stock
On June 25, 2024, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series N Preferred Stock, par value $. The designation of the new Series N Preferred Stock was approved by the Board of Directors on May 31, 2024. The Company is authorized to issue two million () shares of the Series N Preferred Stock. At June 30, 2024 and 2023, the Company had and shares issued and outstanding, respectively.
Dividends. The holders of Series N Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Voting.
a)
Except as otherwise provided herein,
Conversion Rights.
a) Outstanding. If at least one share of Series N Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series N Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock defined below.
b) Method of Conversion.
i) Procedure- Before any holder of Series N 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 N 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 N 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.”
c)
Conversion Rate. The shares of Series N Preferred stock may be converted into shares of Common Stock at a fixed conversion price of $
d) Adjustments to Conversion Rate.
i) Subdivisions, Combinations, or Consolidations of Common Stock. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated, by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the effective date of this Certificate of Designation, the Series N Conversion Rate shall not be effected.
ii) Adjustment for Common Stock Dividends and Distributions. If the Company at any time subdivides, combines or consolidates the outstanding shares of common stock as contemplated by Section 4(g), in each such event the Series N Conversion Rate shall not be effected.
iii) Reclassifications and Reorganizations. In the case, at any time after the date hereof, of any capital reorganization, merger or any reclassification of the stock of the Company (other than solely as a result of a stock dividend or subdivision, split-up or combination of shares), the Series N Conversion Rate then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted and the terms of the Series N Preferred Stock shall be deemed amended such that the shares of the Series N Preferred Stock shall, after such reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Company or otherwise to which such holder would have been entitled if immediately prior to such reorganization or reclassification, the holder’s shares of the Series N Preferred Stock had been converted into common stock. The provisions of this Section shall similarly apply to successive reorganizations or reclassifications.
iv) Distributions Other Than Cash Dividends Out of Retained Earnings. If the Company shall declare a cash dividend upon its common stock payable otherwise than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock (other than shares of Common Stock and other than as otherwise would result in an adjustment pursuant to this Section, stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, provision shall be made so that the holders of Series N Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company and other property which they would have received had their Series N Preferred Stock been converted into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities and other property receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section with respect to the rights of the holders of the Series N Preferred Stock.
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.
| 60 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - 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)
(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.
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - 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.
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - CAPITAL STOCK (cont’d)
At June 30, 2024 and 2023, the Company is authorized to issue and shares of Class A Common Stock, respectively. At June 30, 2024 and 2023, the Company had and shares issued and outstanding, respectively. At June 30, 2024 and 2023, the Company is authorized to issue and shares of Class B Common Stock, respectively. At June 30, 2024 and 2023, the Company had and shares issued and outstanding, respectively.
Common Stock, Preferred Stock and Warrant Issuances
For the years ended June 30, 2024 and 2023, the Company issued and/or sold the following unregistered securities:
Common Stock:
Year ended June 30, 2024
On July 18, 2023, the Company issued shares of Class A Common Stock to its former President, Jimmy Wayne Anderson, for the conversion of four () shares of Series L Preferred Stock.
Year ended June 30, 2023
On
July 14, 2022, the Company issued shares
of Class A Common Stock with a fair market value of $
On
July 15, 2022, the Company issued shares
of Class A Common Stock with a fair market value of $
On
August 8, 2022, the Company issued shares
of Class A Common Stock with a fair market value of $
Common Stock to be issued at June 30, 2024
On
May 19, 2023, Jetco Holdings, LLC submitted a Notice of Conversion for
Preferred Stock:
Year ended June 30, 2024
Series L
On May 16, 2024, the Company issued three () shares of Series L Preferred Stock to a consultant as per the terms of the Mutual Termination Agreement.
On June 10, 2024, the Company issued five () shares of Series L Preferred Stock to a consultant for services rendered on behalf of the Company.
On June 10, 2024, the Company issued ten () shares of Series L Preferred Stock to Fredrick Cutcher, its Chief Executive Officer, for services rendered on behalf of the Company.
On January 25, 2024, the Company issued twenty-five () shares of Series L Preferred Stock as per the terms of the Asset Purchase Agreement with a non-affiliate.
On August 23, 2023, the Company issued fifty () shares of Series L Preferred Stock to a consultant as per the terms of its consulting agreement.
On November 17, 2023, the Company issued six () shares of Series L Preferred Stock as per the terms of the Securities Purchase Agreement with a non-affiliate.
During the year ended June 30, 2024, a total of fifty () shares of the Company’s Series L Preferred Stock were returned by a consultant.
Year ended June 30, 2023
On June 30, 2023, the Company issued fifteen () shares of Series L Preferred Stock in satisfaction of professional fees due to a consultant.
On June 30, 2023, the Company issued six () shares of Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson, in satisfaction of related party debt.
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE L - CAPITAL STOCK (cont’d)
Series N
On June 26, 2024, the Company entered into a Share Exchange Agreement (the “Agreement”) with each of the Holders of the Company’s Series L Preferred Stock (the “Series L”). As of the date of the Agreement, there were a total of shares of Series L outstanding.
On June 26, 2024, all outstanding shares of Series L were exchanged for the newly designated Series N shares. A total of shares of Series N were issued. All outstanding shares of Series L were retired.
Preferred Stock to be issued at June 30, 2024
Upon Closing of the acquisition of GOe3, LLC (“GOe3”), the Company was to designate a new series of Preferred Stock as per the terms of the Share Exchange Agreement (the “New Preferred”). As of the date of this filing, the Company has not filed the designation for the New Preferred. The Company is accounting for the New Preferred, which is reflected within the Company’s balance sheet. Please see NOTE E – ACQUISITION OF GOe3, LLC for further information.
Warrants and Options:
None.
NOTE M - INCOME TAXES
The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance on June 30, 2024 and 2023.
The provision (benefit) for income taxes includes income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities.
Significant components of the Company’s deferred tax assets and liabilities are calculated at an estimated
effective tax rate of
The provision for (benefit from) income taxes differ from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the years ended June 30, 2024 and 2023. The sources of the difference are as follows:
| Year Ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Expected tax at | $ | $ | ( | ) | ||||
| Non-deductible stock-based compensation | ||||||||
| Non-deductible loss (non-taxable income) from derivative liability | (324,521 | ) | 14,238 | |||||
| Non-deductible amortization of debt discounts | ||||||||
| Forgiveness of debt and accrued interest | ( | ) | ||||||
| Increase (decrease) in Valuation allowance | ( | ) | ||||||
| Provision for (benefit from) income taxes | $ | $ | ||||||
All tax years remain subject to examination by the Internal Revenue Service.
Significant components of the Company’s deferred income tax are as follows:
| June 30, 2024 | June 30, 2023 | |||||||
| Unpaid accrued officer and director compensation | $ | $ | ||||||
| Net operating loss carry-forwards | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net non-current deferred tax asset | $ | $ | ||||||
Based
on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset
of $
Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE N - COMMITMENTS AND CONTINGENCIES
Occupancy
Our principal executive office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151.
Employment and Director Agreements
Foxx Trot Tango, LLC Acquisition
Earn-Out
Lease Milestones. Seller shall receive up to six hundred and eighty () shares of Series L Preferred Stock (“Series L Preferred”)
valued at up to $
| (i) | ||
| (ii) | ||
| (iii) | ||
| (iv) |
Due to the sale of the commercial building on March 26, 2024, there shall be no further potential earn-out lease milestones issuable.
GOe3, LLC Acquisition
Milestones to be achieved by GOe3 in order to earn additional shares of the New Preferred:
| a. | ||
| b. | ||
| c. | ||
| d. |
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GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE O - GOING CONCERN UNCERTAINTY
Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.
In
performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to
meet our financial obligations as they become due. We have a history of net losses: As of June 30, 2024, we had an accumulated deficit
of $
In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).
There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern.
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.
NOTE P - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure:
None
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
On January 2, 2024, Global Technologies, Ltd (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered accounting firm, effective January 2, 2024. This decision was approved by the Company’s Board of Directors.
On January 2, 2024, the Company appointed Olayinka Oyebola & Co. as its new independent registered public accounting firm. The decision to engage Olayinka Oyebola & Co. was approved by the Company’s Board of Directors. During the Company’s most recent fiscal year ended June 30, 2023 and through January 2, 2024, the Company did not consult with Olayinka Oyebola & Co. on (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that may be rendered on the Company’s financial statements, and Olayinka Oyebola & Co. did not provide either a written report or oral advice to the Company that Olayinka Oyebola & Co. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (iii) any matter that was either the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2024 or 2023.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.
We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024 and June 30, 2023 for the reasons discussed below.
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024 and June 30, 2023:
| ● | The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. | |
| ● | Material Weakness – Inadequate segregation of duties. |
We expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.
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Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Critical Accounting Policies
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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.
Loss Contingencies
The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.
Accounting for Acquisitions
In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.
Income Taxes
The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.
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Recent Issued Accounting Pronouncements
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, 2019, including interim periods within those fiscal years. As required by this standard, our evaluation of adoption of ASU 2016-13 had no material impact on our financial statements.
In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities.
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. As required by this standard, our evaluation of adoption of ASU 2020-06 had no material impact on our financial statements.
Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.
Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Share-based Compensation
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values.
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PART III
Item 10. Directors and Executive Officers.
Directors and Executive Officers
The names and ages of our Directors and Executive Officers are set forth below. Our By-Laws provide for not less than one Director. All Directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified. The officers are elected by our Board.
| Name | Age | Position and Term | ||
| Fredrick Cutcher | 38 | President, Chief Executive Officer, Chief Financial Officer and Director | ||
| Bruce Brimacombe | 64 | Chairman |
Fredrick Cutcher -- President, Chief Executive Officer, Chief Financial Officer and Director
Fredrick Cutcher is a seasoned financial professional with more than 12 years of experience in the industry. With a strong background in financial management, communications, and leadership, Mr. Cutcher has developed an extensive skill set that makes him well-suited for his new role as CEO.
Prior to his appointment as CEO, Mr. Cutcher served in various senior-level roles throughout his career, including as a Financial Manager and Senior Sales Manager. This breadth of experience has provided him with a comprehensive understanding of budgeting, financial forecasting, and strategic planning, as well as a keen eye for evaluating risk and developing innovative solutions based on his experience.
Throughout his career, Mr. Cutcher has demonstrated a track record of success, consistently leading himself and teams to exceed financial targets and achieve organizational goals. He is known for his ability to build strong relationships with clients and stakeholders, and for his strategic vision that is always forward-looking and growth-oriented.
In his new role as CEO, Mr. Cutcher is looking forward to leveraging his expertise and experience to drive the continued success of his organization. He is committed to creating a culture of collaboration and innovation, and to fostering a strong sense of purpose and direction throughout the company. With his leadership, experience, and strategic vision, Mr. Cutcher is poised to lead his organization to new heights of success and profit.
Bruce Brimacombe – Chairman
Bruce Brimacombe, a trailblazing entrepreneur and visionary leader, boasts a remarkable career spanning over four decades, marked by his innate ability to identify and capitalize on emerging market opportunities. Mr. Brimacombe’s journey commenced in 1983 when he entered the world of finance as a securities trader, specializing in IPOs and small business capitalization.
Fueled by an entrepreneurial spirit, Mr. Brimacombe ventured into technology in 1999, pioneering the launch of an internet computer company that swiftly amassed a staggering $16 million in sales within its inaugural year. This early success underscored Mr. Brimacombe’s acumen for nascent markets and steering fledgling enterprises towards profitability.
A hallmark of Mr. Brimacombe’s career has been his uncanny knack for foreseeing emerging trends and aligning business strategies accordingly. In 2002, Mr. Brimacombe cemented his status as an industry leader with his efforts as a wireless internet service provider, extending high-speed connectivity to remote areas underserved by traditional DSL or cable infrastructure. This groundbreaking initiative empowered communities situated over 45 miles away from urban centers with their first taste of broadband internet access.
Building upon his penchant for innovation and societal impact, Mr. Brimacombe continued his journey in 2000 with the founding of Goe3, LLC. Under his stewardship, Goe3 emerged as a front runner in championing green energy solutions, with a commitment to advancing America’s journey towards energy independence. Through Goe3’s platform, Mr. Brimacombe envisions a future where sustainable technologies not only thrive but also redefine the nation’s energy landscape.
Mr. Brimacombe, a computer science and program expert, received computer science and marine biology instruction from the College of the Keys, in Florida, as well as an Associate’s Degree in Computer Information Systems from Mesa Community College.
Family Relationships
There are no family relationships among the directors and executive officers.
Conflicts of Interest- General
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.
Conflicts of Interest- Corporate Opportunities
Presently no requirement is contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
Committees to the Board of Directors
In the ordinary course of business, the board of directors maintains a compensation committee and an audit committee.
The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan.
The functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.
In the absence of a separate audit committee our board of directors’ functions as audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls.
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Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
(1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;
(5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(i) Any Federal or State securities or commodities law or regulation; or
(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Item 11. Executive Compensation.
Summary Compensation Table
The following table sets forth with respect to the named executive officer, compensation made for the twelve months ended June 30, 2024 and 2023:
Name and Principal Position | Year | Salary- Paid or accrued ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| (a) | (b) | (c)(3) | (d) | (e) | ||||||||||||||||||||||||||||||||
| Fredirick Cutcher, President, Treasurer, Secretary, Chairman (1)(2) | 2024 | 100,000 | - | - | - | - | - | - | 100,000 | |||||||||||||||||||||||||||
2023 | 4,167 | - | - | - | - | - | - | 4,167 | ||||||||||||||||||||||||||||
| Jimmy Wayne Anderson, former President (3)(4) | 2023 | 294,467 | - | - | - | - | - | - | 294,467 | |||||||||||||||||||||||||||
| (1) | On May 17, 2023, the Company retained Fredrick Cutcher as the Company’s Chief Executive Officer. | |
| (2) | On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either party terminates the Agreement. The Agreement was effective as of May 17, 2023. | |
| (3) | On July 28, 2022, the Company’s Board of Directors elected to compensate Mr. Anderson as Mr. Anderson has served as the Company’s sole officer and director since December 2018 and has not been under an employment agreement. As such, the Company compensated Mr. Anderson a total of $294,467 during the first quarter of fiscal 2023. | |
| (4) | Mr. Anderson resigned as an officer and director of the Company on May 17, 2023. |
| (a) | Accrued salary and salary paid. | |
| (b) | Paid bonus. | |
| (c) | Delivery of common stock to officer for services rendered. | |
| (d) | Options issued to employee for execution of employment agreement. |
Directors’ Compensation
On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022).
The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made for the years ended June 30, 2024 and 2023:
| Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| (b) | (c) | (d) | (e) | (f) | (g) | (h) | ||||||||||||||||||||||||||
| Fredrick Cutcher (2024)(1) | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| (2023) | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Bruce Brimacombe (2024)(2) | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Jimmy Wayne Anderson (2023)(3)(4) | 80,000 | - | - | - | - | - | 80,000 | |||||||||||||||||||||||||
| (1) | Mr. Cutcher was appointed to the Company’s Board of Directors on May 17, 2023. For the periods presented, Mr. Cutcher had not entered into a Board of Directors Service Agreement. |
| (2) | Mr. Brimacombe was appointed to the Company’s Board of Directors on March 15, 2024. For the periods presented, Mr. Brimacombe had not entered into a Board of Directors Service Agreement. |
| (3) | On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Mr. Anderson. Under the terms of the Agreement, Mr. Anderson received a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022). |
| (4) | Mr. Anderson resigned as an officer and director of the Company on May 17, 2023. |
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Director Independence
The Company has two directors, Fredrick Cutcher and Bruce Brimacombe, who are employees of the Company. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship that, in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. At present, the Company does not have an independent director, but intends on appointing new directors that are deemed independent during the current fiscal year.
Employment Agreements
On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either party terminates the Agreement. The Agreement was effective as of May 17, 2023.
Stock Option Plan and other Employee Benefits Plans
The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.
Overview of Compensation Program
We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.
Role of Executive Officers in Compensation Decisions
The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of September 23, 2024, the Company had authorized 14,991,000,000 shares of Class A Common Stock, 4,000,000 Class B Common Stock and 5,000,000 shares of Preferred Stock. As of September 23, 2024, there were 14,688,440,097 shares of Class A Common Stock, 0 shares of Class B Common Stock and 1,864,503 shares of Preferred Stock issued and outstanding.
The following table sets forth certain information, as of September 23, 2024, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table below shows the number of shares beneficially owned as of September 23, 2024 by each of our individual directors and executive officers, by other holders of 5% or more of the outstanding Class A Common Stock and by all our current directors and executive officers as a group.
Class A Common Stock | ||||||||
| Name of Beneficial Owner | Beneficially Owned (1)(2) | Percentage of Common Stock (2) | ||||||
| 5% Stockholders | ||||||||
| None | - | - | % | |||||
| Current Executive Officers and Directors | ||||||||
| Fredrick Cutcher (3) | 11,760,000 | 0.08 | % | |||||
Bruce Brimacombe (4) | - | 0.00 | % | |||||
| Total Executive Officers and Directors | 11,760,000 | 0.08 | % | |||||
| (1) | Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Class A Common Stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of September 23, 2024 are deemed outstanding for computing percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any person. Percentages are based on a total of shares of Class A Common Stock outstanding on September 23, 2024 and the shares issuable upon exercise of options, warrants exercisable, and debt convertible on or within 60 days of September 23, 2024. | |
| (2) | The number of shares of Class A Common Stock outstanding used in computing the percentages is 14,692,169,097 that includes 14,688,440,097 shares of Class A Common Stock outstanding and 3,729,000 shares of Class A Common Stock issuable upon conversion of all 1,864,500 shares of Series N Preferred Stock outstanding at September 23, 2024, but excludes an indeterminate number of shares of Class A Common Stock to be issued upon conversion of the Company’s outstanding convertible notes. |
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| (3) | The address for Mr. Cutcher is 8 Campus Dr., Suite 105, Parsippany, NJ 07054. Includes 11,650,000 shares of Class A Common Stock held by Mr. Cutcher and 110,000 shares of Class A Common Stock issuable to Mr. Cutcher upon conversion of all 55,000 shares of Series N Preferred Stock held by Mr. Cutcher. | |
| (4) | The address for Mr. Brimacombe is 8 Campus Dr., Suite 105, Parsippany, NJ 07054. |
| Series K | ||||||||
| Preferred Stock | Percentage of | |||||||
| Name of Beneficial Owner | Beneficially Owned (1)(2) | Series K Preferred Stock | ||||||
| Jimmy Wayne Anderson (3) | 3 | 100.00 | % | |||||
| Total | 3 | 100.00 | % | |||||
| (1) | The Company’s Series K Super Voting Preferred Stock has no conversion feature. | |
| (2) | The number of Series K Preferred shares outstanding used in computing the percentages is 3 as of September 23, 2024. | |
| (3) | The address for Mr. Anderson is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701. |
| Percentage of | ||||||||
| Series N | Series N | |||||||
| Name of Beneficial Owner | Beneficially Owned (1)(2) | Preferred Stock | ||||||
| Sylios Corp (3) | 55,000 | 2.95 | % | |||||
| Jimmy Wayne Anderson (4) | 225,500 | 12.09 | % | |||||
| Around the Clock Partners, LP (5) | 200,000 | 11.80 | % | |||||
| Jetco Holdings, LLC (6) | 704,000 | 37.76 | % | |||||
| MainSpring, LLC (7) | 275,000 | 14.75 | % | |||||
| Valvasone Trust (8) | 242,000 | 12.98 | % | |||||
| Fredrick Cutcher (9) | 55,000 | 2.95 | % | |||||
| Jody A. DellaDonna (10) | 44,000 | 2.36 | % | |||||
| Steven Schutt (11) | 27,500 | 1.47 | % | |||||
| Phillip McFillin (12) | 16,500 | 0.88 | % | |||||
| Total | 1,864,500 | 100.00 | % | |||||
| (1) | Each share of the Company’s Series N Preferred Stock can be converted into shares of the Company’s Class A Common stock based on a fixed conversion price of $.50. | |
| (2) | The number of shares Series N Preferred Stock outstanding used in computing the percentages is 1,864,500 as of September 23, 2024. | |
| (3) | Sylios Corp is a Florida corporation. The address for Sylios Corp is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701. Mr. Anderson is the control person for Sylios Corp. | |
| (4) | The address for Mr. Anderson is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701. | |
| (5) | Around the Clock Partners, LP is a Delaware limited partnership. The address for Around the Clock Partners, LP is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701. Mr. Anderson is the control person for Around the Clock Partners, LP. | |
| (6) | Jetco Holdings, LLC is a Wyoming limited liability company. The address for Jetco Holdings, LLC is 11718 SE Federal Highway, Suite 372, Hobe Sound, FL 33455. Timothy Cabrera is the control person for Jetco Holdings, LLC. | |
| (7) | MainSpring, LLC is a Wyoming limited liability company. The address for MainSpring, LLC is 611 Fort Harrison Ave S, Suite 363, Clearwater, FL 33756. Brian McFadden is the control person for MainSpring, LLC. | |
| (8) | The address for Valvasone Trust 5114 Stoneywood Circle, Mableton, GA 30126. The trustee for Valvasone Trust is John DellaDonna. | |
| (9) | The address for Mr. Cutcher is 8 Campus Dr., Suite 105, Parsippany, NJ 07054. | |
| (10) | The address for Jody A. DellaDonna is 109 Carrick Way, Macon, GA 31210. | |
| (11) | The address for Steven Schutt is 18245 Paulson Dr., Suite 39, Port Charlotte, FL 33954. | |
| (12) | The address for Phillip McFillin is 116 Kings Highway East, Suite 2A, Haddonfield, NJ 08033. |
Please see NOTE L – CAPITAL STOCK for further information.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Policies and Procedures for Related Person Transactions
The Company’s board of directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.
A “Related Party Transaction” is a transaction, arrangement, or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related party had, has or will have a direct or indirect material interest. A “Related Party” means:
| ● | any person who is, or at any time during the applicable period was, one of the Company’s executive officers or a member of or nominee for the board of directors; | |
| ● | any person (including any entity or group) who is known by the Company to be the beneficial owner of more than five percent (5%) of our voting stock; | |
| ● | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer, or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer, or beneficial owner of more than five percent (5%) of our voting stock; | |
| ● | any of the foregoing persons that qualify as such at any time during the fiscal year in which a transaction that would otherwise be subject to this the policy occurs, even if such person has ceased to have such status during such fiscal year; and | |
| ● | any firm, corporation, or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest. |
In addition, we will have in place policies and procedures designed to minimize potential conflicts of interest arising from any dealings the Company may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.
Other Related Party Transactions
We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify and advance litigation expenses incurred by such individuals by reason of (i) their status as directors and/or officers of the Company, (ii) acts or omissions made in good faith, (iii) their service in any capacity with respect to an employee benefit plan of our company or one or more of our majority owned subsidiaries, or (iv) their service as directors, officers, managers, general partners, trustees, employees, or agents of another entity (including a majority owned subsidiary of our company) at our request while directors and/or officers of our company to the fullest extent permitted by applicable law. See “Limitations on Personal Liability of Directors, Indemnification and Advancement Rights of Directors and Officers, and Director and Officer Insurance” for more detail on the extent to which Delaware law permits the indemnification of Directors and Officers under the indemnification agreement.
Pursuant to the indemnification agreements, the Company will advance all reasonable expenses to be incurred by the indemnitee related to a proceeding for which the indemnitee is entitled to indemnification. The indemnitee shall repay, to the Company, any expenses advance to the indemnitee if it is ultimately be determined that indemnitee is not entitled to be indemnified against such expenses.
Transactions with Related Parties
On June 26, 2024, the Company issued fifty-five thousand (55,000) shares of Series N Preferred Stock to Fredrick Cutcher, its Chief Executive Officer, as per the terms of the Share Exchange Agreement between the Company and its Series L Preferred Stockholders.
On June 10, 2024, the Company issued ten (10) shares of Series L Preferred Stock to Fredrick Cutcher, its Chief Executive Officer, for services rendered on behalf of the Company.
On June 30, 2023, the Company issued six (6) shares of Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson, in satisfaction of related party debt.
On July 18, 2023, the Company issued 200,000,000 shares of Class A Common Stock to its former President, Jimmy Wayne Anderson, for the conversion of four (4) shares of Series L Preferred Stock.
During the year ended June 30, 2023, the Company reimbursed Jimmy Wayne Anderson $28,056 for expenses paid on behalf of the Company.
Promoters and Certain Control Persons
None.
List of Parents
None.
Item 14. Principal Accounting Fees and Services
The following is a summary of the fees billed to the Company by our auditors for professional accounting services rendered for the fiscal years ended June 30, 2024.
Fiscal Year 2024 | ||||
| Audit Fees (1) | $ | 11,000 | ||
| Audit-Related Fees | - | |||
| Tax Fees (2) | - | |||
| Other Fees (3) | - | |||
| Total | $ | 11,000 | ||
(1) Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on Form 10–Q.
(2) Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns.
(3) Other fees consist of fees billed for professional services related to non-recurring fees for the initial public offering and the acquisitions completed during the year.
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Item 15. Financial Statements and Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Furnished herewith (not filed). |
| + | Management contract or compensatory plan or arrangement. |
Item 16. Form 10-K Summary
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 25, 2024
| GLOBAL TECHNOLOGIES, LTD. | ||
| By: | /s/ Fredrick Cutcher | |
| Fredrick Cutcher | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Fredrick Cutcher | ||||
| Fredrick Cutcher | President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer) | September 25, 2024 | ||
| /s/ Bruce Brimacombe | ||||
| Bruce Brimacombe | Chairman | September 25, 2024 |
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