ACQUISITION OF GOe3, LLC (Tables) - GOe3, LLC [Member]

9 Months Ended

Mar. 31, 2025

Restructuring Cost and Reserve [Line Items]

SCHEDULE OF PURCHASE PRICE CONSIDERATION

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

	As of March 15, 2024
Exchange shares to be issued	$	1,921,409
Contingent consideration (i)		5,764,227
Total purchase price	$	7,685,636

(i) Contingent consideration is based on the following:

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

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

SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED

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

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

SCHEDULE OF GOODWILL

The changes in the carrying amount of goodwill for the period from March 15, 2024 through March 31, 2025 were as follows:

Balance as of March 15, 2024	$	7,685,636
Additions and adjustments (i)		(3,842,818	)
Balance as of March 31 2025	$	3,842,818

(i) During the third quarter of fiscal 2025 (first calendar quarter of 2025), the Company performed an interim goodwill impairment analysis on the GOe3, LLC acquisition and its $7,685,636 goodwill balance based on assessed potential indicators of impairment, including recent disruptions to the domestic Electric Vehicle ("EV"), the increasing uncertainty of near-term demand requirements, supply constraints and financing constraints. In the previous 2024 annual goodwill impairment evaluation, this reporting unit had a fair value of approximately 100% of the carrying value. The impairment assessment and valuation method requires the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. As a result of the goodwill impairment evaluation, the Company determined that the fair value of the GOe3, LLC acquisition was below carrying value, including goodwill, by $3,842,818. This was primarily due to changes in the timing and amount of expected cash flows resulting from lower projected revenues, profitability and cash flows due to near-term reductions in the EV market. Consequently, during the third quarter of 2025, the Company recorded a $3,842,818 impairment charge for the partial impairment of the GOe3, LLC acquisition goodwill.