SCHEDULE
OF NOTES PAYABLE TO THIRD PARTIES
|
|
December 31, 2021
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8%, due December
17, 2020-with unamortized debt discount of $0 and $0 at, December 31, 2021 and June 30, 2021, respectively
(i)
|
|
|
-
|
|
|
|
11,000
|
|
Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC
(“Graphene”), interest at 3%, due March 3, 2021, with unamortized debt discount of $0 and $0 at,
December 31, 2021 and June 30, 2021, respectively (ii)
|
|
|
-
|
|
|
|
250,000
|
|
Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 9, 2021, with unamortized debt discount of $0 and $0 at, December 31, 2021 and June 30, 2021, respectively (iii)
|
|
|
-
|
|
|
|
20,000
|
|
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”),
interest at 10%, due January 20, 2022, with unamortized debt discount of $5,479 and $55,616 at, December 31, 2021 and June
30, 2021, respectively (iv)
|
|
|
100,000
|
|
|
|
100,000
|
|
Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”),
interest at 10%, due February 22, 2022, with unamortized debt discount of $29,041 and $129,316 at December 31, 2021 and June
30, 2021, respectively (v)
|
|
|
200,000
|
|
|
|
200,000
|
|
Convertible Promissory Note dated June 17, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8%, due June 17, 2022-with unamortized debt discount of $0 and $66,303 at, December 31, 2021 and June 30, 2021, respectively (vi)
|
|
|
-
|
|
|
|
68,750
|
|
Convertible Promissory Note dated July 12, 2021 payable to Power Up Lending Group Ltd. (“Power
Up”), interest at 8%, due July 12, 2022-with unamortized debt discount of $25,777 and $0 at, December 31, 2021 and June
30, 2021, respectively (vii)
|
|
|
48,750
|
|
|
|
-
|
|
Convertible Promissory Note dated September 9, 2021 payable to Power Up Lending Group Ltd. (“Power
Up”), interest at 8%, due September 9, 2022-with unamortized debt discount of $33,657 and $0 at, December 31, 2021 and
June 30, 2021, respectively (viii)
|
|
|
48,750
|
|
|
|
-
|
|
Convertible Promissory Note dated October 27, 2021 payable to Sixth Street
Lending, LLC (“Sixth Street”), interest at 8%, due October 27, 2022-with unamortized debt discount of $31,848
and $0 at, December 31, 2021 and June 30, 2021, respectively (ix)
|
|
|
38,750
|
|
|
|
|
|
Totals
|
|
$
|
436,250
|
|
|
$
|
649,750
|
|
(i)
|
On
December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners,
LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Convertible Note”) in
the amount of $11,000 ($1,000 OID). The Convertible Note has a term of one (1) year (due on December 17, 2020) and bears interest
at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March
20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions
by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment
as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below)
for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.
“Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace,
OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”)
designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal
securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security
is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted
on the OTC Markets. As part and parcel of the foregoing transaction, Armada was issued a warrant granting the holder the right to
purchase up to 560,800 shares of the Company’s common stock at an exercise price of $0.024 for a term of 5-years. The transaction
closed on December 17, 2019. In addition, 10,000,000 shares of the Company’s common stock have been reserved at Pacific Stock
Transfer Corporation for possible issuance upon the conversion of the Note into shares of our common stock. On November 17, 2021,
Armada converted $16,500 principal and $3,535 interest into 40,070,137 shares of common stock. As of December 31, 2021, the Convertible
Note was paid in full.
|
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
H – NOTES PAYABLE, THIRD PARTIES (cont’d)
(ii)
|
On
September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC
(the “Holder”) in the principal amount of $250,000. The Convertible Note is convertible, in whole or in part, at any
time and from time to time before maturity (March 3, 2021) at the option of the holder. The conversion price for the principal and
interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing
a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the
lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last
complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest
traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported
by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB
is not the principal trading market for such security, on the principal securities exchange or trading market where such security
is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the
lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term
of one (1) year and bears interest at 3% annually. On September 22, 2021, the Holder forgave all unpaid principal, default principal,
interest and default interest on the Convertible Note. As of December 31, 2021, no principal or interest were due.
|
|
|
(iii)
|
On
September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC
(the “Holder”) in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time
and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and
interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined
herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”). Market
Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day
period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as
of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e.
www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or
trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in
any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets.
The Convertible Note has a term of one (1) year and bears interest at 3% annually. On December 20, 2021, the Company made payment
of $20,754 to pay all outstanding principal and interest. The Holder forgave all unpaid default principal and default interest. As
of December 31, 2021, the Convertible Note was paid in full.
|
|
|
(iv)
|
On
January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC
(the “Holder”) in the principal amount of up to $150,000. The Convertible Note shall accrue interest at 10% per annum.
The Convertible Note was partially funded on January 27, 2021 in the amount of $100,000. The Convertible Note is convertible, in
whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion
Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below),
and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number
of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion
Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated
Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market
Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending
on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading
Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account,
as reported by Holder (“Valuation Start Date”). As of December 31, 2021, $100,000 principal plus $9,260 interest
were due.
|
|
|
(v)
|
On
February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC
(the “Holder”) in the principal amount of up to $200,000. The Convertible Note shall accrue interest at 10% per annum.
The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 2022) at
the option of the holder. The conversion price shall be equal to the lesser of (i) the price of any public offering of the Maker’s
Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to
the day the Holder delivers the Conversion Notice (“Conversion Price”). “Trading Price” means, for any security
as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported
by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if
the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange
or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock
is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock
is then being traded. The Convertible Note was funded on March 2, 2021. As of December 31, 2021, $200,000 principal plus $16,658
interest were due.
|
|
|
(vi)
|
On
June 17, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the
“Convertible Note”) in the principal amount of $68,750. The Convertible Note has a term of one (1) year (Maturity Date
of June 17, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during
the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on
the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable
Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%).
“Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security
as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the
“OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg)
or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any
of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets”. The transaction closed on June 21, 2021. On December 22, 2021, the Investor converted $68,750 principal and $2,750
interest into 55,000,000 shares of common stock. As of December 31, 2021, the Convertible Note was paid in full.
|
|
|
(vii)
|
On
July 12, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible
Note”) in the principal amount of $48,750. The Convertible Note has a term of one (1)
year (Maturity Date of July
12, 2022) and bears interest at 8%
annually. The
Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty
(180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61%
multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading
Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system
or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated
by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security
on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed
in the “pink sheets”. The transaction closed on July 15, 2021. As of December 31, 2021, $48,750
principal and $1,838
interest were due. Please
see NOTE M - SUBSEQUENT EVENTS for further information.
|
|
|
(viii)
|
On
September 9, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the
“Convertible Note”) in the principal amount of $48,750. The Convertible Note has a term of one (1) year (Maturity Date
of September 9, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time
during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending
on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable
Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%).
“Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security
as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the
“OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg)
or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any
of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets”. The transaction closed on September 13, 2021. As of December 31, 2021, $48,750 principal plus $1,207 interest
were due.
|
|
|
(ix)
|
On
October 27, 2021, the Company issued to Sixth Street Lending, LLC. (the “Investor”) a Convertible Promissory Note (the
“Convertible Note”) in the principal amount of $38,750. The Convertible Note has a term of one (1) year (Maturity Date
of October 27, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time
during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending
on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable
Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%).
“Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security
as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the
“OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg)
or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any
of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets”. The transaction closed on October 29, 2021. As of December 31, 2021, $38,750 principal plus $552 interest were due.
|
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
H – NOTES PAYABLE, THIRD PARTIES (cont’d)
Income
from forgiveness of principal and interest on convertible notes payable consists of:
SCHEDULE
OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE
|
|
December 31, 2021
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Forgiveness of principal and interest Tribridge Ventures, LLC
|
|
$
|
-
|
|
|
$
|
29,277
|
|
Forgiveness of interest Around the Clock Partners, LP
|
|
|
-
|
|
|
|
3,532
|
|
Forgiveness of interest Valvasone Trust
|
|
|
-
|
|
|
|
2,453
|
|
Forgiveness of interest Jody A. DellaDonna
|
|
|
-
|
|
|
|
1,327
|
|
Forgiveness of Jetco Holdings, LLC principal, default principal, interest and default interest
|
|
|
-
|
|
|
|
300,197
|
|
Forgiveness of Graphene Holdings, LLC principal and interest
|
|
|
449,294
|
|
|
|
-
|
|
Total
|
|
$
|
449,294
|
|
|
$
|
336,786
|
|
Default
principal, notes payable-third parties:
|
|
December 31, 2021
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Armada Investment Fund, LLC
|
|
$
|
-
|
|
|
$
|
2,200
|
|
Graphene Holdings, LLC
|
|
|
-
|
|
|
|
135,000
|
|
Total
|
|
$
|
-
|
|
|
$
|
137,200
|
|
Default Principal
|
|
|
-
|
|
|
|
137,200
|
|
Accrued
default interest, notes payable-third parties:
|
|
December 31, 2021
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Armada Investment Fund, LLC
|
|
$
|
-
|
|
|
$
|
1,269
|
|
Graphene Holdings, LLC
|
|
|
-
|
|
|
|
38,947
|
|
Total
|
|
$
|
-
|
|
|
$
|
40,216
|
|
Accrued Default Interest
|
|
|
-
|
|
|
|
40,216
|
|
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
I - DERIVATIVE LIABILITY
The
derivative liability at December 31, 2021 and June 30, 2021 consisted of:
SCHEDULE OF DERIVATIVE LIABILITY
|
|
December 31, 2021
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Convertible Promissory
Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information
|
|
$
|
444,151
|
|
|
$
|
548,392
|
|
Convertible Promissory Note
payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further information
|
|
|
-
|
|
|
|
18,865
|
|
Convertible Promissory Notes
payable to Graphene Holdings, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information
|
|
|
-
|
|
|
|
332,519
|
|
Convertible
Promissory Note payable to Power Up Lending Group Ltd. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for
further information
|
|
|
112,502
|
|
|
|
107,801
|
|
Convertible Promissory Note payable to Sixth Street Lending, LLC. Please see
NOTE H – NOTES PAYABLE, RELATED PARTIES for further information
|
|
|
63,687
|
|
|
|
-
|
|
Total derivative liability
|
|
$
|
620,340
|
|
|
$
|
1,007,577
|
|
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 and at December 31, 2021, and June 30, 2021 using the Black Scholes option pricing model. Assumptions
used for the calculation of the derivative liability of the Notes at December 31, 2021 were (1) stock price of $0.0018
per share, (2) conversion prices ranging from $0.0008
to $0.00976
per share, (3) term of 1
months to 10
months, (4) expected volatility range 163.33% to 173.7%, and (5) risk free interest rate of 0.06%
to 0.34%.
Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2021 were (1) stock price of $0.0032
per share, (2) conversion prices ranging from $0.0015
to $0.0021
per share, (3) term of 6
months to 1
year, (4) expected volatility of 257.53%
to 392.02%,
and (5) risk free interest rate of 0.09%.
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):
SCHEDULE
OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS
|
|
Level 3
|
|
Balance at June 30, 2021
|
|
$
|
1,007,577
|
|
Additions
|
|
|
175,758
|
|
Gain
|
|
|
(562,995
|
)
|
Balance at December 31, 2021
|
|
$
|
620,340
|
|
NOTE
J - CAPITAL STOCK
Preferred
Stock
Filed
with the State of Delaware:
On
September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series
A 8% Convertible Preferred Stock, par value $0.01.
The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company
is authorized to issue 3,000
shares of the Series A 8% Convertible Preferred
Stock. At December 31, 2021 and June 30, 2021, the Company had 0
and 0
shares issued and outstanding, respectively.
On
September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series
B 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series B 8% Convertible Preferred Stock was approved by
the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series B 8% Convertible Preferred Stock.
At December 31, 2021 and June 30, 2021, the Company had 0 and 0 shares issued and outstanding, respectively.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
On
February 15, 2000, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series
C 5% Convertible Preferred Stock, par value $0.01. The designation of the new Series C 5% Convertible Preferred Stock was approved by
the Board of Directors on February 14, 2000. The Company is authorized to issue 1,000 shares of the Series C 5% Convertible Preferred
Stock. At December 31, 2021 and June 30, 2021, the Company had 0 and 0 shares issued and outstanding, respectively.
On
April 26, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series D
Convertible Preferred Stock, par value $0.01. The designation of the new Series D Convertible Preferred Stock was approved by the Board
of Directors on April 26, 2001. The Company is authorized to issue 800 shares of the Series D Convertible Preferred Stock. At December
31, 2021 and June 30, 2021, the Company had 0 and 0 shares issued and outstanding, respectively.
On
June 28, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series E 8%
Convertible Preferred Stock, par value $0.01. The designation of the new Series E 8% Convertible Preferred Stock was approved by the
Board of Directors on March 30, 2001. The Company is authorized to issue 250 shares of the Series E Convertible Preferred Stock. At December
31, 2021 and June 30, 2021, the Company had 0 and 0 shares issued and outstanding, respectively.
Series
K Super Voting Preferred Stock
On
July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series K Super
Voting Preferred Stock, par value $0.01. The designation of the new Series K Super Voting Preferred Stock was approved by the Board of
Directors on July 16, 2019. The Company is authorized to issue three (3) shares of the Series K Super Voting Preferred Stock. At December
31, 2021 and June 30, 2021, the Company had 3 and 3 shares issued and outstanding, respectively.
Dividends.
Initially, there will be no dividends due or payable on the Series K Super Voting Preferred Stock. Any future terms with respect
to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such
future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause
to be filed.
Liquidation
and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the holders of Series K Super Voting Preferred
Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series K Super Voting Preferred Stock is entitled to receive
ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation
Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase
or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other
corporation or corporations, unless (a) the holders of the Series K Super Voting Preferred Stock receive securities of the surviving
Corporation having substantially similar rights as the Series K Super Voting Preferred Stock and the stockholders of the Corporation
immediately prior to such transaction are holders of at least a majority of the voting securities of the successor Corporation immediately
thereafter (the “Permitted Merger”), unless the holders of the shares of Series K Super Voting Preferred Stock elect otherwise
or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders
of Series K Super Voting Preferred Stock elect otherwise.
Conversion.
No conversion of the Series K Super Voting Preferred Stock is permitted.
Rank.
All
shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value $0.0001
per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created, except as
otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital stock of the
Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock and (iii)
junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the
Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.
Voting
Rights.
A.
If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series
K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of:
i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares
of any and all Preferred stocks which are issued and outstanding at the time of voting.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
B.
Each individual share of Series K Super Voting Preferred Stock shall have the voting rights equal to:
[twenty
times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of any other Preferred stocks
issued and outstanding at the time of voting}]
Divided
by:
[the
number of shares of Series K Super Voting Preferred Stock issued and outstanding at the time of voting]
With
respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders
of the outstanding shares of Series K Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard
to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation
or By-laws.
Series
L Preferred Stock
On
July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series L Preferred
Stock, par value $0.01. The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019.
The Company is authorized to issue five hundred thousand (500,000) shares of the Series L Preferred Stock. At December 31, 2021 and June
30, 2021, the Company had 255 and 255 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 the 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.”
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
ii.
Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management,
Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock
to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following
formula:
For
retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding
liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept
5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company.
iii.
Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number
of shares of Common Stock equal to:
[5000]
divided
by:
[.50
times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice
of Conversion remitted to the Company by the Series L Preferred stockholder]
Common
Stock
Class
A and Class B:
Identical
Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation
dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
Stock
Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization,
or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common
Shares shall be proportionately subdivided or combined.
Liquidation
Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment
shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the
Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares,
if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation
available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes
of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which
the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall
be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this
paragraph.
Voting
Rights.
(a)
The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders,
with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided
by law.
(b)
The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.
Preemptive
or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - 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 canceled 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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
At
December 31, 2021 and June 30, 2021, the Company is authorized to issue 14,991,000,000
and 14,991,000,000
shares of Class A Common Stock, respectively.
At December 31, 2021 and June 30, 2021, the Company has 12,014,471,903
and 14,680,293,609
shares issued and outstanding, respectively.
At December 31, 2021 and June 30, 2021, the Company is authorized to issue 4,000,000
and 4,000,000
shares of Class B Common Stock, respectively.
At December 31, 2021 and June 30, 2021, the Company has 0
and 0
shares issued and outstanding, respectively.
Common
Stock, Preferred Stock and Warrant Issuances
For
the six months ended December 31, 2021 and year ended June 30, 2021, the Company issued and/or sold the following unregistered securities:
Common
Stock:
Common
stock issued during the six months ended
December 31, 2021
On November 17, 2021,
the Company issued 40,070,137 shares of common stock with a fair market value of $144,252 to a noteholder in satisfaction of $16,500
principal and $3,535 interest against the note dated December 17, 2019.
On November 17, 2021,
the Company issued 126,674,824 shares of common stock with a fair market value of $456,029 for a cashless exercise of a warrant.
On
December 13, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $135,000 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 14, 2021, the Company issued 60,000,000 shares of common stock to an accredited investor with a fair market value of $150,000 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 15, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $125,000 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 16, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $173,420 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 17, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $124,000 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 21, 2021, the Company issued 33,333,333 shares of common stock to an accredited investor with a fair market value of $73,333 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 22, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $133,400 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 22, 2021, the Company issued 55,000,000
shares of common stock with a fair market value of $110,000 to a noteholder in satisfaction of
$68,750 principal and $2,750 interest against the note dated June 17, 2021.
On
December 28, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
On
December 29, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $113,390 as
per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.
Common Stock cancelled
during the six months ended December 31, 2021
A total of 390,000,000
shares of common stock were returned to the Company by shareholders during the six months ended December 31, 2021.
On
October 18, 2021, a Default Final Judgment was entered in favor of the Company in the Complaint for Declaratory Judgment filed with the
Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida against Fortis Holdings, Ltd, Wayfarer Management,
Ltd, Flash Funding, Inc. and OTC Capital Partners, LLC. A total of 2,991,000,000 shares of the Company’s issued and outstanding
common stock were voided.
Common
stock issued during the year ended June 30,
2021
On
September 22, 2020, the Company issued 596,785,387 shares of restricted common stock with a fair market value of $59,679 to a noteholder
in satisfaction of $29,839 in penalties against the note dated January 24, 2018.
On
November 25, 2020, the Company issued 637,526,342 shares of restricted common stock with a fair market value of $63,753 to a noteholder
in satisfaction of $31,876 in penalties against the note dated January 24, 2018.
On
December 13, 2020, the Company issued 669,338,906 shares of restricted common stock with a fair market value of $200,802 to a noteholder
in satisfaction of $33,467 in penalties against the note dated January 24, 2018.
On
December 22, 2020, the Company issued 702,738,918 shares of restricted common stock with a fair market value of $281,096 to a noteholder
in satisfaction of $35,137 in penalties against the note dated January 24, 2018.
On
January 14, 2021, the Company issued 500,000,000 shares of restricted common stock with a fair market value of $900,000 to a noteholder
in satisfaction of $20,000 principal against the note dated June 3, 2019.
On
January 19, 2021, the Company issued 300,000,000 shares of restricted common stock with a fair market value of $1,200,000 to a noteholder
in satisfaction of $42,000 principal against the note dated November 30, 2019.
On
January 21, 2021, the Company issued 194,610,447 shares of restricted common stock with a fair market value of $1,264,968 to a noteholder
in satisfaction of $1,946 principal against the note dated January 24, 2018.
On
February 22, 2021, the Company issued 150,000,000 shares of restricted common stock with a fair market value of $1,710,000 to a noteholder
in satisfaction of $1,500 in penalties against the note dated January 24, 2018.
A
total of 1,260,000,000 shares of common stock were returned to the Company during the year ended June 30, 2021 to be retired.
Preferred
Stock:
Preferred
stock issued during the six months ended
December 31, 2021
None
Preferred
stock issued during the year ended June 30, 2021
On
February 15, 2021, the Company issued 100 shares of the Company’s Series L Preferred Stock to two Consultants in satisfaction of
$500,000 cash compensation due for past consulting services. Each Consultant received 50 Shares.
On
March 1, 2021, the Company issued 40 shares of the Company’s Series L Preferred Stock, to an affiliate of the Company’s sole
officer and director, in satisfaction of $200,000 principal and interest outstanding on a Convertible Promissory Note dated July 27,
2018.
On
March 15, 2021, the Company issued 50 shares of the Company’s Series L Preferred Stock in satisfaction of $250,000 principal outstanding
on a Convertible Promissory Note dated November 30, 2019.
On
March 31, 2021, the Company issued 26 shares of the Company’s Series L Preferred Stock in satisfaction of $130,000 principal and
interest outstanding on a Convertible Promissory Note dated June 3, 2018.
On
March 31, 2021, the Company issued 8 shares of the Company’s Series L Preferred Stock in satisfaction of $40,000 principal and
interest outstanding on a Convertible Promissory Note dated June 29, 2018.
On
March 31, 2021, the Company issued 18 shares of the Company’s Series L Preferred Stock to the Company’s sole officer and
director as reimbursement for returning 890,000,000 shares of common stock to the Company.
On
March 31, 2021, the Company issued 3 shares of the Company’s Series L Preferred Stock to a non-affiliate as reimbursement for returning
150,000,000 shares of common stock to the Company.
Warrants
and Options:
On
December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners,
LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Note”) in the amount of
$11,000 ($1,000 OID). The Note has a term of one (1) year (due on December 17, 2020) and bears interest at 8% annually. As part and parcel
of the foregoing transaction, Armada was issued a warrant granting the holder the right to purchase up to 560,800 shares of the Company’s
common stock at an exercise price of $0.024 for a term of 5-years. The transaction closed on December 17, 2019. On November 17, 2021,
the Company issued Armada 126,674,824 shares of common stock for a cashless exercise of the warrant.
As of December 31, 2021, the Company
had no outstanding warrants or options.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
K - COMMITMENTS AND CONTINGENCIES
Occupancy
Currently,
the Company shares office space with Sylios Corp at 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 and is not required
to reimburse Sylios Corp for monthly rent. The Company anticipates that this relationship will change with the hiring of additional employees
and it will be required to enter into a lease for a separate office space.
Director
Agreements
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).
NOTE
L - 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 December 31, 2021, we had an accumulated deficit
of $164,714,066.
For the six months ended December 31, 2021, we had cash used in operating activities of $137,926.
We expect to continue to incur negative cash flows
until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six months ended December 31, 2021 and 2020
(Unaudited)
NOTE
L - GOING CONCERN UNCERTAINTY (cont’d)
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
M - SUBSEQUENT EVENTS
On January 3, 2022, the
Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $120,060 as per terms of the Securities
Purchase Agreement under the Company’s Regulation A offering.
On January 3, 2022, the
Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as per terms of the Securities
Purchase Agreement under the Company’s Regulation A offering.
On January 3, 2022, the
Company filed Articles of Conversion (the “Articles of Conversion”) with the State of Florida to convert its wholly owned
subsidiary, Markets on Main, LLC (the “Subsidiary”), from a limited liability company to a Florida profit corporation. Simultaneous
with the filing of the Articles of Conversion, the Company filed Articles of Incorporation for the Subsidiary. The new name of the Subsidiary
after filing the Articles of Conversion is Markets on Main, Inc. The filing of the Articles of Conversion is part of the Company’s
announced plan to spin-off the Subsidiary to the Company’s shareholders.
On January 12, 2022, the Company entered into
a Fee Agreement for the preparation of a registration statement on Form 1-A and all follow up correspondence with the appropriate regulatory
agencies.
On
January 13, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible
Note”) in the principal amount of $43,750. The Convertible Note has a term of one (1) year (Maturity Date of January 13, 2023)
and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning
on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity
Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall
mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the
lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading
Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB,
OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting
service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market
for such security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing
bid prices of any market makers for such security that are listed in the “pink sheets.” The transaction closed on January
14, 2022.
On January 18, 2022, the Company issued 55,108,596
shares of common stock with a fair market value of $93,685
to a noteholder in satisfaction of $48,750
principal and $1,950
interest against the note dated July 12, 2021.
On January 19, 2022
(the “Effective Date”), the Company’s wholly owned subsidiary, Markets on Main, Inc. (“MOM”), entered into
an Exclusive Distribution Agreement (the “Distribution Agreement”) with Amfluent, LLC (“Amfluent”). Under
the terms of the Distribution Agreement, MOM will become an exclusive distributor for the promotion and sale of products carried by Amfluent.
As the exclusive distributor, MOM shall be awarded the exclusive territory of e-commerce, live shopping and digital sales. The Distribution
Agreement has a term of one year from the Effective Date unless both parties agree to renew the Distribution Agreement for an additional
term.
On February
4, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible
Note”) in the principal amount of $43,750. The Convertible Note has a term of one (1) year (Maturity Date of February 4, 2023)
and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning
on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity
Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall
mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the
lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading
Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB,
OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting
service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market
for such security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing
bid prices of any market makers for such security that are listed in the “pink sheets.” The transaction closed on February
7, 2022.