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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED
MARCH 31, 2022
OR
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
COMMISSION
FILE NUMBER
000-25668

GLOBAL TECHNOLOGIES, LTD
(Exact
name of registrant as specified in its charter)
Delaware |
|
86-0970492 |
(State
or other jurisdiction
of
incorporation)
|
|
(IRS
Employer
Identification
No.)
|
510
1st Ave N.,
Suite 901
St. Petersburg,
FL
|
|
33701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(727)
482-1505
Registrant’s
telephone number, including area code
A
Registered Agent, Inc.
8
The Green, Suite A
Dover,
DE 19901
(302)
288-0670
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically,
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act:
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common Stock |
|
GTLL |
|
OTC
Markets “PINK” |
As of
May 23, 2022, there were
13,449,828,986 shares
of registrant’s Class A common stock outstanding.
GLOBAL
TECHNOLOGIES, LTD
FORM
10-Q
FOR
THE NINE MONTHS ENDED MARCH 31, 2022
INDEX
USE
OF MARKET AND INDUSTRY DATA
This
Quarterly Report on Form 10-Q includes market and industry data
that we have obtained from third-party sources, including industry
publications, as well as industry data prepared by our management
on the basis of its knowledge of and experience in the industries
in which we operate (including our management’s estimates and
assumptions relating to such industries based on that knowledge).
Management has developed its knowledge of such industries through
its experience and participation in these industries. While our
management believes the third-party sources referred to in this
Quarterly Report on Form 10-Q are reliable, neither we nor our
management have independently verified any of the data from such
sources referred to in this Quarterly Report on Form 10-Q or
ascertained the underlying economic assumptions relied upon by such
sources. Furthermore, internally prepared and third-party market
prospective information, in particular, are estimates only and
there will usually be differences between the prospective and
actual results, because events and circumstances frequently do not
occur as expected, and those differences may be material. Also,
references in this Quarterly Report on Form 10-Q to any
publications, reports, surveys or articles prepared by third
parties should not be construed as depicting the complete findings
of the entire publication, report, survey or article. The
information in any such publication, report, survey or article is
not incorporated by reference in this Quarterly Report on Form
10-Q.
Solely
for convenience, we refer to trademarks in this Quarterly Report on
Form 10-Q without the ® or the ™ or symbols, but such references
are not intended to indicate that we will not assert, to the
fullest extent under applicable law, our rights to our own
trademarks. Other service marks, trademarks and trade names
referred to in this Quarterly Report on Form 10-Q, if any, are the
property of their respective owners, although for presentational
convenience we may not use the ® or the ™ symbols to identify such
trademarks.
OTHER
PERTINENT INFORMATION
Unless
the context otherwise indicates, when used in this Quarterly Report
on Form 10-Q, the terms “Global Technologies” “we,” “us,” “our,”
the “Company” and similar terms refer to Global Technologies, Ltd,
a Delaware corporation, and all of our subsidiaries and
affiliates.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q for the period ended March 31, 2022
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These statements relate to future events including, without
limitation, the terms, timing and closing of our proposed
acquisitions or our future financial performance. We have attempted
to identify forward-looking statements by using terminology such as
“anticipates,” “believes,” “expects,” “can,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predict,” “should” or “will” or the negative of these terms or
other comparable terminology. These statements are only
predictions; uncertainties and other factors may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels or activity,
performance or achievements expressed or implied by these
forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Our expectations are as of the date
this Quarterly Report on Form 10-Q is filed, and we do not intend
to update any of the forward-looking statements after the date this
Quarterly Report on Form 10-Q is filed to confirm these statements
to actual results, unless required by law.
You
should not place undue reliance on forward looking statements. The
cautionary statements set forth in this Quarterly Report on Form
10-Q identify important factors which you should consider in
evaluating our forward-looking statements. These factors include,
among other things:
|
● |
Our
ability to effectively execute our business plan; |
|
|
|
|
● |
Our
ability to manage our expansion, growth and operating
expenses; |
|
|
|
|
● |
Our
ability to protect our brands and reputation; |
|
|
|
|
● |
Our
ability to repay our debts; |
|
|
|
|
● |
Our
ability to rely on third-party suppliers outside of the United
States; |
|
|
|
|
● |
Our
ability to evaluate and measure our business, prospects and
performance metrics; |
|
|
|
|
● |
Our
ability to compete and succeed in a highly competitive and evolving
industry; |
|
|
|
|
● |
Our
ability to respond and adapt to changes in technology and customer
behavior; |
|
|
|
|
● |
Risks
in connection with completed or potential acquisitions,
dispositions and other strategic growth opportunities and
initiatives; |
|
|
|
|
● |
Risks
related to the anticipated timing of the closing of any potential
acquisitions; and |
|
|
|
|
● |
Risks
related to the integration with regards to potential or completed
acquisitions. |
|
|
|
|
● |
Various
risks related to health epidemics, pandemics and similar outbreaks,
such as the coronavirus disease 2019 (“COVID-19”) pandemic, which
may have material adverse effects on our business, financial
position, results of operations and/or cash flows. |
This
Quarterly Report on Form 10-Q also contains estimates and other
statistical data made by independent parties and by us relating to
market size and growth and other industry data. This data involves
a number of assumptions and limitations, and you are cautioned not
to give undue weight to such estimates. We have not independently
verified the statistical and other industry data generated by
independent parties and contained in this Quarterly Report on Form
10-Q and, accordingly, we cannot guarantee their accuracy or
completeness, though we do generally believe the data to be
reliable. In addition, projections, assumptions and estimates of
our future performance and the future performance of the industries
in which we operate are necessarily subject to a high degree of
uncertainty and risk due to a variety of factors. Our actual
results could differ materially from those anticipated in the
forward-looking statements for many reasons, including, but not
limited to, the possibility that we may fail to preserve our
expertise in consumer product development; that existing and
potential distribution partners may opt to work with, or favor the
products of, competitors if our competitors offer more favorable
products or pricing terms; that we may be unable to maintain or
grow sources of revenue; that we may be unable maintain
profitability; that we may be unable to attract and retain key
personnel; or that we may not be able to effectively manage, or to
increase, our relationships with customers; that we may have
unexpected increases in costs and expenses. These and other factors
could cause results to differ materially from those expressed in
the estimates made by the independent parties and by us.
GLOBAL TECHNOLOGIES, LTD
CONDENSED
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these consolidated
financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(UNAUDITED)
For
the three and nine months ended March 31, 2022 and
2021
The accompanying notes are an integral part of these consolidated
financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIENCY)
(UNAUDITED)
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Issued |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
|
|
For the nine months ended March
31, 2022 and 2021: |
|
|
|
Series K |
|
|
Series L |
|
|
|
|
|
Common
Stock
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
Preferred stock |
|
|
Common Stock |
|
|
to be |
|
|
Paid in |
|
|
Accumulated |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Issued |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at July 1, 2021 |
|
|
3 |
|
|
|
- |
|
|
|
255 |
|
|
|
3 |
|
|
|
14,680,293,609 |
|
|
|
1,468,029 |
|
|
|
144,803 |
|
|
|
162,508,124 |
|
|
|
(165,166,022 |
) |
|
|
(1,045,063 |
) |
Return of common shares as per court
order |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,991,000,000 |
) |
|
|
(299,100 |
) |
|
|
- |
|
|
|
299,100 |
|
|
|
- |
|
|
|
- |
|
Return of common shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(390,000,000 |
) |
|
|
(39,000 |
) |
|
|
68,000 |
|
|
|
(29,000 |
) |
|
|
- |
|
|
|
- |
|
Issuance of replacement common shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,100,000,000 |
|
|
|
110,000 |
|
|
|
(110,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Issuance of common stock for shares
purchased through Regulation A offering |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
610,133,333 |
|
|
|
61,013 |
|
|
|
- |
|
|
|
854,187 |
|
|
|
- |
|
|
|
915,200 |
|
Issuance of common stock to
noteholders in satisfaction of principal and interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
313,727,220 |
|
|
|
31,374 |
|
|
|
- |
|
|
|
339,625 |
|
|
|
- |
|
|
|
370,819 |
|
Cashless exercise of warrant |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
126,674,824 |
|
|
|
12,667 |
|
|
|
- |
|
|
|
(12,667 |
) |
|
|
- |
|
|
|
- |
|
Issuance of Series L Preferred shares |
|
|
- |
|
|
|
- |
|
|
|
21 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(102,803 |
) |
|
|
102,803 |
|
|
|
- |
|
|
|
- |
|
Net income for the nine months ended
March 31, 2022
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
68,670 |
|
|
|
68,670 |
|
Balances at March 31, 2022
(Unaudited) |
|
|
3 |
|
|
$ |
- |
|
|
|
276 |
|
|
$ |
3 |
|
|
|
13,449,828,986 |
|
|
$ |
1,344,983 |
|
|
$ |
- |
|
|
$ |
164,061,992 |
|
|
$ |
(165,097,352 |
) |
|
$ |
309,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at July 1, 2020 |
|
|
3 |
|
|
$ |
- |
|
|
|
10 |
|
|
$ |
- |
|
|
|
12,189,293,609 |
|
|
$ |
1,218,929 |
|
|
|
100,000 |
|
|
$ |
158,129,422 |
|
|
$ |
(160,937,361 |
) |
|
$ |
(1,489,010 |
) |
Issuance of common stock to a
noteholder in lieu of cash payment for principal and fees in the
amount of $196,765 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,751,000,000 |
|
|
|
375,100 |
|
|
|
- |
|
|
|
3,184,634 |
|
|
|
- |
|
|
|
3,559,734 |
|
Issuance of Series L Preferred stock
in satisfaction of note payable |
|
|
- |
|
|
|
- |
|
|
|
84 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
424,538 |
|
|
|
|
|
|
|
424,539 |
|
Issuance of Series L Preferred stock
in satisfaction of note payable, related party |
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203,532 |
|
|
|
|
|
|
|
203,532 |
|
Issuance of Series L Preferred stock
as reimbursement for shares returned to the Company |
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,999 |
|
|
|
|
|
|
|
96,000 |
|
Issuance of Series L Preferred stock
in satisfaction of consulting fees |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499,999 |
|
|
|
|
|
|
|
500,000 |
|
Common stock to be issued paid as
cash |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(55,197 |
) |
|
|
- |
|
|
|
- |
|
|
|
(55,197 |
) |
Common stock for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
Return of common shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(960,000,000 |
) |
|
|
(96,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(96,000 |
) |
Net loss for the nine months March
31, 2021 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,160,735 |
) |
|
|
(3,160,735 |
) |
Net Gain (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,160,735 |
) |
|
|
(3,160,735 |
) |
Balances at March 31, 2021
(Unaudited) |
|
|
3 |
|
|
$ |
- |
|
|
|
255 |
|
|
$ |
3 |
|
|
|
14,980,293,609 |
|
|
$ |
1,498,029 |
|
|
$ |
74,803 |
|
|
$ |
162,538,126 |
|
|
$ |
(164,098,096 |
) |
|
$ |
12,865 |
|
The accompanying notes are an integral part of these consolidated
financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
For
the nine months ended March 31, 2022 and 2021
The accompanying notes are an integral part of these consolidated
financial statements
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
A – ORGANIZATION
Overview
Global
Technologies, Ltd. (hereinafter the “Company”, “Our”, “We”, or
“Us”) is a publicly quoted company that 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 501
1st Ave N., Suite 901, St. Petersburg, FL 33701 and our
telephone number is (727) 482-1505. Our website address is
www.globaltechnologiesltd.info. We have included our website
address in this quarterly report solely as an inactive textual
reference.
Current
Operations
Global
Technologies, Ltd (“Global”) is a holding corporation, which
through its subsidiaries, has operations engaged in the online
sales of CBD and hemp related products, the acquisition of
intellectual property in the safety and security space and as a
portal for entrepreneurs to provide immediate access to live
shopping, e-commerce, product placement in brick and mortar retail
outlets and logistics.
On
November 30, 2019, the Company entered into a Purchase and Sale
Agreement (the “Agreement”) for the purchase of TCBM Holdings, LLC
(“TCBM”). Under the terms of the Agreement, the Company issued a
Convertible Promissory Note (the “Note”) in the amount of
$2,000,000 to Jetco Holdings, LLC
for the purchase of all issued and outstanding membership units of
TCBM and its subsidiaries, HMNRTH, LLC and 911 Help Now, LLC.
Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for
further information.
On
March 11, 2020, the Company, through its two wholly owned
subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC
(the “Owner”) (together Seller and Owner the “Selling Parties”)
entered into an Asset Purchase Agreement (the “Agreement”) with
Edison Nation, Inc. and its wholly owned subsidiary, Scalematix,
LLC (together the “Buyer”), for the sale of certain assets in the
health and wellness industry and related consumer products
industry. Under the terms of the Agreement, Buyer was to remit
$70,850 via wire
transfer at Closing and issue to a representative of the Selling
Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty
(238,750) shares of
restricted common stock. In addition, the Selling Parties shall
have the right to additional earn out compensation based upon the
following metrics: (i) at such time as the
purchased assets achieve cumulative revenue of $2,500,000, the
Selling Parties shall earn One Hundred Twenty-Five Thousand
(125,000) shares of common stock; and (ii) at such time as the
purchased assets achieve cumulative revenue of $5,000,000, the
Selling Parties shall earn One Hundred Twenty-Five Thousand
(125,000) shares of common stock. The Closing of the transaction
occurred on March 11, 2020. As of the date of this filing,
the Company has received the
238,750 shares of restricted common stock valued at
$477,500 and
cash compensation of $70,850
due under the terms of the Agreement. The shares were subsequently
transferred to the principal of Jetco Holdings, LLC as payment
against the November 30, 2019 Convertible Promissory Note issued by
the Company. Please see NOTE H - NOTES PAYABLE, THIRD
PARTIES for further information.
On
September 3, 2020, the Company entered into a Commitment to be
Bound by the Amended Operating Agreement to Effect Transfer of
Membership Interest in order to facilitate the transfer of 25
Membership Units (the “Units”) issued by Global Clean Solutions,
LLC (“Global”) and held in the name of Graphene Holdings, LLC
(“Graphene”) to the Company. In exchange for the transfer of the
Units to the Company, the Company issued to Graphene a Convertible
Promissory Note (the “Note”) in the amount of $250,000.
Please see NOTE H - NOTES PAYABLE, THIRD PARTIES for
further information.
Our wholly owned subsidiaries:
About
TCBM Holdings, LLC
TCBM
Holdings, LLC (“TCBM”) was formed as a Delaware limited liability
company on August 10, 2017. TCBM is a holding corporation, which
operated through its two wholly owned subsidiaries, HMNRTH, LLC and
911 Help Now, LLC.
On
December 28, 2020, the Company, through its wholly owned subsidiary
TCBM Holdings, LLC, entered into an Amendment to Management
Agreement (the “Amendment”) by and between Vinco Ventures, Inc.
(f/k/a Edison Nation, Inc.) and Scalematix, LLC (together, the
“Company”), TCBM Holdings, LLC and Graphene Holdings, LLC. Under
the terms of the Amendment, TCBM Holdings, LLC agreed to transfer
all benefits and obligations under the Management Agreement dated
August 12, 2019 to Graphene Holdings, LLC and its owner Timothy
Cabrera in consideration for the reduction of outstanding principal
in the amount of $400,000 against the
Convertible Promissory Note issued to Jetco Holdings, LLC on
November 3, 2019 by Global Technologies, Ltd, the parent of TCBM
Holdings, LLC.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE A – ORGANIZATION (cont’d)
About
HMNRTH, LLC
HMNRTH,
LLC (“HMN”) was formed as a Delaware limited liability company on
July 30, 2019. HMNRTH operates as an online store selling a variety
of hemp and CBD related products. The Company’s business model is
to bridge the gap between the lifestyle and knowledge components
within the cannabis industry. The Company’s goal is to educate
every consumer while cultivating an experience by providing quality
products, branded cutting-edge content, and diversified product
lines for any purpose. Most importantly, we want our clients to
discover their inner HMN, redefine their inner HMN and Empower
their inner HMN.
In
September 2019, the Company entered into a Quality Agreement with
Nutralife Biosciences for the development and production of its CBD
line of products. The Company’s product line includes hemp derived,
full spectrum cannabidiol tinctures and creams in varying
sizes.
In
order for the Company to generate revenue through HMNRTH, we will
need to: (i) produce additional inventory for retail sales through
the Company’s ecommerce site or sales, or (ii) sales to third party
distributors, or (iii) direct sales to brick and mortar CBD retail
outlets, or (iv) generate additional CBD formulas to be utilized in
new products At present, the Company does not have the required
capital to initiate any of the options and there is no guarantee
that we will be able to raise the required funds.
Regulation
of HMNRTH products:
The
manufacture, labeling and distribution of our products is regulated
by various federal, state and local agencies. These governmental
authorities may commence regulatory or legal proceedings, which
could restrict the permissible scope of our product claims or the
ability to sell our products in the future. The FDA regulates our
nutraceutical and wellness products to ensure that the products are
not adulterated or misbranded.
We
are subject to additional regulation as a result of our CBD
products. The shifting compliance environment and the need to build
and maintain robust systems to comply with different compliance in
multiple jurisdictions increase the possibility that we may violate
one or more of the requirements. If our operations are found to be
in violation of any of such laws or any other governmental
regulations that apply to us, we may be subject to penalties,
including, without limitation, civil and criminal penalties,
damages, fines, the curtailment or restructuring of our operations,
any of which could adversely affect our ability to operate our
business and our financial results.
Failure
to comply with FDA requirements may result in, among other things,
injunctions, product withdrawals, recalls, product seizures, fines
and criminal prosecutions. Our advertising is subject to regulation
by the FTC under the FTCA. Additionally, some states also permit
advertising and labeling laws to be enforced by private attorney
generals, who may seek relief for consumers, seek class action
certifications, seek class wide damages and product recalls of
products sold by us. Any actions against us by governmental
authorities or private litigants could have a material adverse
effect on our business, financial condition and results of
operations.
About
911 Help Now, LLC
911
Help Now, LLC (“911”) was formed as a Delaware limited liability
company on February 2, 2018. 911 was a holding company of
intellectual property in the safety and security space. At present,
we own no intellectual property within our 911 subsidiary. In order
to generate future revenue within 911, we will need to identify and
either acquire or license intellectual property. In the event of an
acquisition, we will then need to either develop products utilizing
our intellectual property or license out our intellectual property
to a third party. There is no guarantee that we will be successful
with an acquisition or licensing of any intellectual
property.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
A – ORGANIZATION (cont’d)
About
Markets on Main, Inc.
Markets
on Main, LLC (“MOM”) was formed as a Florida limited liability
company on April 2, 2020. MOM is A full service, sales and
distribution, third-party logistics provider and portal to
multi-channel sales opportunities. MOM’s focus is on bringing small
businesses and entrepreneurs to large opportunities and
distribution. MOM will provide the following services to its
clients: inventory management, brand management, fulfillment and
drop-ship capabilities, retail distribution and customer service.
MOM’s website can be found at www.marketsonmain.com.
On January 3, 2022, the
Company filed Articles of Conversion with the State of Florida to
convert MOM 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
MOM.
On January 19, 2022, 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.
About Tersus Power, Inc.(Delaware)
Tersus Power, Inc. (“Tersus”) (Delaware) was formed as a wholly
owned subsidiary as per the
terms of the Share Exchange Agreement entered into with Tersus
Power, Inc., a Nevada
corporation, and the Tersus Shareholders with the sole
purpose of entering into an Agreement and Plan of Merger to effect
a name change. The Articles of Incorporation were filed with the
Secretary of State of the State of Delaware on March 15,
2022.
Investment:
About
Global Clean Solutions, LLC
Global
Clean Solutions was founded as a special purpose entity in the
Personal Protective Equipment Industry during the initial stages of
the pandemic in 2020. Its management set out with a simple mission;
deliver customers PPE while removing the panic from the pandemic.
Global Clean Solutions has created a solid and repeatable
foundation and is able to satisfy the needs of both government
municipalities and corporations that many companies have tried, and
few have succeeded.
|
● |
Direct
to factory relationships |
|
● |
Proprietary
hand sanitizer ready to ship |
|
● |
Funding
programs available |
|
● |
Government
contract expertise |
|
● |
Overseas
production capabilities |
|
● |
Distribution
centers in CA and FL |
The
Company elected to impair its investment in Global Clean during the
year ended June 30, 2021 as it does not anticipate generating any
further revenue from this investment.
Consulting Services:
On
May 10, 2021, the Company entered into a Consulting Agreement (the
“Agreement”) with CoroWare, Inc. (“CoroWare”). Under the terms of
the Agreement, the Company is to prepare the following financial
reports for CoroWare: (i) Registration Statement and all subsequent
amendments, (ii) Quarterly Reports for the periods ended March 31,
2021, June 30, 2021 and September 30, 2021, and (iii) Annual Report
for the period ended December 31, 2021. The Agreement shall have a
term of one (1) year or until CoroWare’s Annual Report is filed
with OTC Markets or the SEC. The Company shall be compensated a
total of $45,000
in three equal payments of $15,000. As of
March 31, 2022, the Company has received $45,000
compensation.
On
December 16, 2021, the Company entered into a Consulting Agreement
(the “Agreement”) with Palisades Holding Corp, Inc. (“Palisades”).
Under the terms of the Agreement, the Company is to prepare a
Registration Statement on Form S-1 (the “Registration Statement”)
and all subsequent amendments to the Registration Statement. The
Agreement shall remain in effect for the earlier of six (6) months
or until Palisade’s Registration Statement is filed with the SEC.
The Company shall be compensated a total of $25,000
upon the first funding transaction in an amount of $49,000
or more by Palisade. As of March 31, 2022, the Company has received
$-
compensation.
On January 12, 2022, the Company entered into a Fee Agreement (the
“Agreement”) for the preparation of a registration statement on
Form 1-A and all follow up correspondence with the appropriate
regulatory agencies. As of March 31, 2022, the Company has received
$10,000
compensation. As of the date of this filing, the Company has
completed all required work under the Agreement.
On February 1, 2022, the Company entered into a Letter Agreement
(the “Agreement”) with Donohoe Advisory Services, Inc. (“Donohoe”)
to provide assistance to the Company in support of the Company’s
efforts to obtain a listing on a national securities exchange.
Under the terms of the Agreement, the Company shall pay
Donohoe an initial retainer in the amount of $17,500 and if
successful a “success fee” in the amount of $10,000 in cash or registered shares of
common stock.
Share Exchange Agreement with Tersus Power, Inc.
(Nevada)
On November 17, 2021, the Company entered into a Letter of Intent
to acquire Tersus Power, Inc. (“Tersus Power”). On March 9, 2022,
the Company entered into a Share Exchange Agreement (the “Exchange
Agreement”) with Tersus Power and the Tersus Shareholders.
Under the terms of the Exchange
Agreement, at Closing the Company shall deliver to the Tersus
Shareholders a to-be-determined pro-rata number of shares of the
Company’s Class A Common Stock for each one (1) share of Tersus
common stock held by the Tersus Shareholder (the “Exchange Ratio”).
Such shares of the Company’s Class A Common Stock shall
collectively (i) be referred to as the “Exchange Shares”, and (ii)
constitute 75% of the issued and outstanding shares of stock, of
all classes, of the Company immediately following the Closing.
Conditions precedent to the Closing shall require the Company to
complete the following corporate actions: (i) the Company will have
completed a merger with and into its wholly owned subsidiary
sufficient to change its name to “Tersus Power, Inc.”, a Delaware
corporation, with an authorized capital of 500 million shares of
common stock (of one class), and 10 million shares of preferred
stock (none of which will be authorized as a particular series),
(ii) the Company will have completed, and FINRA will have
recognized and effectuated, a reverse split of its common stock in
a range between 1-for-1,000 and 1-for-4,000, at a level that is
acceptable to the Parties, (iii) all of the holders of the
Company’s Series K Preferred Stock and Series L Preferred Stock
will have converted their preferred shares into Class A Common
Stock of the Company, and (iv) certain nominees by the Tersus
Shareholders shall be appointed to the Company’s Board of
Directors.
The Exchange Agreement provides for mutual
indemnification for breaches of representations and
covenants.
Unless
the Exchange Agreement shall have been terminated and the
transactions therein contemplated shall have been abandoned, the
closing of the Exchange (the “Closing”) will take place at
5:00 p.m. Pacific Time on the second business day following the
satisfaction or waiver of the conditions (the “Closing Date”).
Either party may terminate the Exchange Agreement if a Closing has
not occurred on or before June 30, 2022.
About
Tersus Power, Inc.
Tersus
Power Inc. was founded in 2020 as a contract manufacturer that will
build and deliver Modular Hydrogen Fueling stations across the U.S
and Canada. Tersus Power is located in Nevada and is in the process
of commissioning a facility to manufacture the initial prototypes,
and then ramp up to manufacture 10 modular fueling stations per
month. The Company’s manufacturing facility will be located in the
Pittsburgh, PA metroplex.
Tersus
Power bases its Gen3 Modular Hydrogen Fueling Station on the
PowerTap PT50, which was originally developed and manufactured by
Nuvera in cooperation with the Department of Energy. Tersus Power’s
next generation modular Hydrogen fueling station will utilize the
patented solutions developed by Nuvera and the Department of Energy
and will generate up to 1250 Kg of pure Hydrogen daily.
Tersus
Power’s sole objective is to design a safe, adaptable and
affordable hydrogen fueling station that allows for rapid
development and deployment of hydrogen fueling infrastructure while
minimizing the risk to investors. The Company’s modular
prefabricated fueling stations could be produced on a very large
scale and available immediately for delivery to participating sites
in order to meet the growing demand for hydrogen fuel. The success
of these stations will build increased confidence in the hydrogen
vehicle market for both consumers and investors.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
A – ORGANIZATION (cont’d)
The
station production equipment will be housed in a modular
steel-hardened exoskeleton platform similar to a 40-foot shipping
container, depending on the production requirements for a given
site. The platform would contain a fully operational hydrogen
production system. Each fueling station will be preassembled and
rigorously tested in Tersus Power’s manufacturing facility to
ensure minimum configuration at time of delivery. The design
enhanced side panels that cover the structure will give it a
permanent look and feel while providing further stability to the
structure as a whole. The panels will be removable to provide
access to production equipment for the purposes of maintenance and
repair.
The
modular fueling station will be placed on site at existing fueling
stations on a prepared concrete pad that could support a more
permanent installation. This approach allows for a narrowly focused
permitting process which is necessary to connect the modular
fueling stations to on-site utilities supporting the production of
hydrogen. This approach eliminates the costly need to transport
hydrogen from large-scale “refineries” to fueling
stations.
Tersus
Power generated over $2 million in revenue during 2021 by
providing engineering services contracts in the hydrogen industry.
There are no guarantees that the proposed transaction will
close.
Tersus
Power’s assets and liabilities at March 31, 2022 are as
follows:
SCHEDULE OF ASSETS AND
LIABILITIES
Assets |
|
|
|
Current
Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
34,845 |
|
Accounts receivable |
|
|
- |
|
Prepaid expenses |
|
|
100,000 |
|
Total current assets |
|
|
134,845 |
|
|
|
|
|
|
Property and Equipment, Net |
|
|
132,690 |
|
Total assets |
|
$ |
267,535 |
|
|
|
|
|
|
Liabilities and Stockholders’
Deficit |
|
|
|
|
Current
Liabilities |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
141,305 |
|
Deferred revenue |
|
|
95,451 |
|
Notes payable – current |
|
|
250,000 |
|
Total liabilities |
|
|
486,756 |
|
|
|
|
|
|
Stockholders’ Deficiency |
|
|
|
|
Common stock $
0.001
par value,
200,000,000 shares
authorized,
10,000,000
issued and outstanding |
|
|
10,000 |
|
Accumulated deficit |
|
|
(229,221 |
) |
Total stockholders’
deficiency |
|
|
(219,221 |
) |
Total liabilities and stockholders’
deficiency |
|
$ |
267,535 |
|
NOTE
B – BASIS OF
PRESENTATION
The
condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America (“GAAP”) for interim financial statements
and with Form 10-Q and Article 10 of Regulation S-X of the United
States Securities and Exchange Commission (the “SEC”). Accordingly,
they do not contain all information and footnotes required by GAAP
for annual financial statements. The condensed consolidated
financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation. In the opinion
of the Company’s management, the accompanying unaudited condensed
consolidated financial statements contain all the adjustments
necessary (consisting only of normal recurring accruals) to present
the financial position of the Company as of March 31, 2022 and the
results of operations, changes in stockholders’ equity, and cash
flows for the periods presented. The results of operations for the
three and nine months ended March 31, 2022 are not necessarily
indicative of the operating results for the full fiscal year or any
future period.
These
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related
notes thereto included in the Company’s Annual Report on Form 10-K
for the year ended June 30, 2021 as filed with the Securities and
Exchange Commission on October 13, 2021. The Company’s accounting
policies are described in the Notes to Consolidated Financial
Statements in its Annual Report on Form 10-K for the year ended
June 30, 2021, and updated, as necessary, in this Quarterly Report
on Form 10-Q.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
B – BASIS OF PRESENTATION (cont’d)
As
used herein, the terms the “Company,” “Global Technologies” “we,”
“us,” “our” and similar refer to Global Technologies, Ltd, a
corporation that 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.
As of
March 31, 2022, Global Technologies had five wholly-owned
subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”),
911 Help Now, LLC (“911”), Markets on Main, LLC (“MOM”) and Tersus
Power, Inc. (“Tersus”). As of March 31, 2022, the Company had a
minority investment in one entity, Global Clean Solutions,
LLC.
NOTE
C - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Summary
of Significant Accounting Policies
This
summary of significant accounting policies of the Company is
presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations
of the Company’s management, which is responsible for their
integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States and
have been consistently applied in the preparation of the financial
statements. The condensed consolidated financial statements should
be read in conjunction with the annual consolidated financial
statements for the year ended June 30, 2021 filed with the
Securities and Exchange Commission on October 13, 2021.
Principles of Consolidation
The
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.
Cash Equivalents
Investments
having an original maturity of 90 days or less that are readily
convertible into cash are considered to be cash equivalents. For
the periods presented, the Company had
no cash equivalents. The Company has cash on deposit at one
financial institution which, at times, may be in excess of Federal
Deposit Insurance Corporation (“FDIC”) insurance limits. The
Company has not experienced losses in such accounts and
periodically evaluates the creditworthiness of its financial
institutions. In the future, the Company may reduce its credit risk
by placing its cash and cash equivalents with major financial
institutions. The Company had approximately $628,850
of cash and cash equivalents at March 31, 2022 of which none was
held in foreign bank accounts and $378,850 was not covered by
FDIC insurance limits as of March 31, 2022.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont’d)
Accounts Receivable and Allowance for Doubtful
Accounts:
Accounts
receivable are recorded at invoiced amount and generally do not
bear interest. An allowance for doubtful accounts is established,
as necessary, based on past experience and other factors which, in
management’s judgment, deserve current recognition in estimating
bad debts. Such factors include growth and composition of accounts
receivable, the relationship of the allowance for doubtful accounts
to accounts receivable and current economic conditions. The
determination of the collectability of amounts due from customer
accounts requires the Company to make judgments regarding future
events and trends. Allowances for doubtful accounts are determined
based on assessing the Company’s portfolio on an individual
customer and on an overall basis. This process consists of a review
of historical collection experience, current aging status of the
customer accounts, and the financial condition of Global
Technologies’ customers. Based on a review of these factors, the
Company establishes or adjusts the allowance for specific customers
and the accounts receivable portfolio as a whole. At March 31, 2022
and 2021, 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.
Management
believes that the accounts receivable is fully collectable.
Therefore, no allowance for doubtful accounts is deemed to be
required on its accounts receivable – related party at March 31,
2022.
Concentrations of Risks
Concentration of Accounts Receivable –At March 31, 2022
and June 30, 2021, the Company had accounts receivable in the
amount of $30,000
and $-, respectively. The
accounts receivable at March 31, 2022 consisted of two consulting
clients.
Concentration of Revenues – For the nine months ended
March 31, 2022 and 2021, the Company generated revenue of
$106,927 and
$15,000,
respectively. The revenue for the nine months ended March 31, 2022,
consisted of $105,000
from consulting services and $1,927
from the sale of the “Sculpt Baby” product sold under its Exclusive
Distribution Agreement with Amfluent, LLC.
Concentration of Suppliers – The Company relies on a
limited number of suppliers and contract manufacturers. In
particular, a single supplier is currently the sole manufacturer of
the Company’s CBD products and a sole supplier is currently
the sole manufacturer of the “Sculpt Baby” product sold under its
Exclusive Distribution Agreement with Amfluent, LLC.
Concentration of Loans Receivable, Other –At March 31,
2022 and June 30, 2021, the Company had $18,380 and $3,782 in loans receivable, other.
At March 31, 2022 and June 30, 2021, one borrower accounted for
100% of the Company’s
total loans receivable, other. The one borrower is controlled by
the Company’s sole officer and director.
Inventory
Inventory is recorded at the
lower of cost or net realizable value on a first-in, first-out
basis. The Company reduces the carrying value of inventories for
those items that are potentially excess, obsolete, or slow moving
based on changes in customer demand, technology developments, or
other economic factors. At March 31, 2022, the Company had
$12,420 in inventory of which 100%
consisted of the “Sculpt Baby” product sold under the
Exclusive Distribution Agreement with Amfluent, LLC.
Income Taxes
In
accordance with Accounting Standards Codification (ASC) 740 -
Income Taxes, the provision for income taxes is computed using the
asset and liability method. The asset and liability method measures
deferred income taxes by applying enacted statutory rates in effect
at the balance sheet date to the differences between the tax basis
of assets and liabilities and their reported amounts on the
financial statements. The resulting deferred tax assets or
liabilities are adjusted to reflect changes in tax laws as they
occur. A valuation allowance is provided when it is not more likely
than not that a deferred tax asset will be realized.
We
expect to recognize the financial statement benefit of an uncertain
tax position only after considering the probability that a tax
authority would sustain the position in an examination. For tax
positions meeting a “more-likely-than-not” threshold, the amount to
be recognized in the financial statements will be the benefit
expected to be realized upon settlement with the tax authority. For
tax positions not meeting the threshold, no financial statement
benefit is recognized. As of March 31, 2022, 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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont’d)
Financial Instruments and Fair Value of Financial
Instruments
We
adopted ASC Topic 820, Fair Value Measurements and
Disclosures, for assets and liabilities measured at fair value
on a recurring basis. ASC Topic 820 establishes a common definition
for fair value to be applied to existing US GAAP that requires the
use of fair value measurements that establishes a framework for
measuring fair value and expands disclosure about such fair value
measurements.
ASC
820 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally,
ASC Topic 820 requires the use of valuation techniques that
maximize the use of observable inputs and minimize the use of
unobservable inputs. These inputs are prioritized below:
Level
1: |
Observable
inputs such as quoted market prices in active markets for identical
assets or liabilities |
Level
2: |
Observable
market-based inputs or unobservable inputs that are corroborated by
market data |
Level
3: |
Unobservable
inputs for which there is little or no market data, which require
the use of the reporting entity’s own assumptions. |
The
carrying value of financial assets and liabilities recorded at fair
value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a recurring basis are those that
are adjusted to fair value each time a financial statement is
prepared. Financial assets and liabilities measured on a
non-recurring basis are those that are adjusted to fair value when
a significant event occurs. Except for the derivative liability, we
had no financial assets or liabilities carried and measured at fair
value on a recurring or nonrecurring basis during the periods
presented.
Derivative Liabilities
We
evaluate convertible notes payable, stock options, stock warrants
and other contracts to determine if those contracts or embedded
components of those contracts qualify as derivatives to be
separately accounted for under the relevant sections of ASC Topic
815-40, Derivative Instruments and Hedging: Contracts in
Entity’s Own Equity.
The
result of this accounting treatment could be that the fair value of
a financial instrument is classified as a derivative instrument and
is marked-to-market at each balance sheet date and recorded as a
liability. In the event that the fair value is recorded as a
liability, the change in fair value is recorded in the statement of
operations as other income or other expense. Upon conversion or
exercise of a derivative instrument, the instrument is marked to
fair value at the conversion date and then that fair value is
reclassified to equity. Financial instruments that are initially
classified as equity that become subject to reclassification under
ASC Topic 815-40 are reclassified to a liability account at the
fair value of the instrument on the reclassification date. Please
see NOTE I - 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.
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.
On September 03, 2020, the Company entered into a Commitment to be
Bound by the Amended Operating Agreement to Effect Transfer of
Membership Interest in order to facilitate the transfer of 25
Membership Units (the “Units”), representing a twenty five percent
ownership, issued by Global Clean Solutions, LLC (“Global Clean”)
and held in the name of Graphene Holdings, LLC (“Graphene”) to the
Company. The Company reviews its investments for impairment on a
quarterly basis. During the year ended June 30, 2021, the Company
elected to impair its investment in Global Clean as it does not
anticipate generating any further revenue from its investment. For
the nine months ended March 31, 2022, there were no similar
transactions with third-parties.
SCHEDULE OF INVESTMENTS
|
|
March 31, 2022 |
|
|
September 03, 2020 |
|
|
|
|
|
|
|
|
Global Clean Solutions,
LLC |
|
$ |
- |
|
|
$ |
250,000 |
|
Total investments |
|
$ |
- |
|
|
$ |
250,000 |
|
The
above investment does not have a readily determinable fair value,
as identified in ASC 321-10-35-2, and each investment is measured
at cost less impairment. The Company monitors the investment for
any changes in observable prices from orderly
transactions.
On
September 22, 2021, Graphene forgave all unpaid principal and
interest on the Convertible Promissory Note issued by the Company
on September 3, 2020 in the acquisition of Graphene’s 25% ownership interest in
Global Clean. The Company retained its 25% ownership in Global
Clean but does not expect to generate any future revenue through
its investment.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont’d)
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.
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.
Service
revenue is recognized when the professional consulting, maintenance
or other ancillary services are provided to the
customer.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont’d)
Stock-Based Compensation
We
account for share-based awards to employees in accordance with ASC
718 “Stock Compensation”. Under this guidance, stock compensation
expense is measured at the grant date, based on the fair value of
the award, and is recognized as an expense over the estimated
service period (generally the vesting period) on the straight-line
attribute method. The Company accounts for non-employee stock-based
awards in accordance with the Accounting Standards Update (ASU)
2018-07, Compensation—Stock Compensation (Topic 718): Under
the new standard, the Company will value all equity classified
awards at their grant-date under ASC718 and no options were
required to be revalued at adoption.
Related Parties
A
party is considered to be related to us if the party directly or
indirectly or through one or more intermediaries, controls, is
controlled by, or is under common control with us. Related parties
also include our principal owners, our management, members of the
immediate families of our principal owners and our management and
other parties with which we may deal if one party controls or can
significantly influence the management or operating policies of the
other to an extent that one of the transacting parties might be
prevented from fully pursuing its own separate interests. A party
which can significantly influence the management or operating
policies of the transacting parties, or if it has an ownership
interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own
separate interests, is also a related party.
Advertising Costs
Advertising
costs are expensed as incurred. For the periods presented, we had
no advertising costs.
Loss per Share
We
compute net loss per share in accordance with FASB ASC 260. The ASC
specifies the computation, presentation and disclosure requirements
for loss per share for entities with publicly held common
stock.
Basic
loss per share amounts are computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted net
loss per common share is computed on the basis of the weighted
average number of common shares and dilutive securities (such as
stock options, warrants and convertible securities) outstanding.
Dilutive securities having an anti-dilutive effect on diluted net
loss per share are excluded from the calculation. For the nine
months ended March 31, 2022 and 2021, the Company excluded
2,689,890,710 and
166,523,810, respectively, shares relating to convertible
notes payable to third parties (Please see NOTE H - NOTES
PAYABLE, THIRD PARTIES for further information). For the three
months ended March 31, 2022 and 2021, the dilutive securities were
still considered anti-dilutive as there is a net loss per share
when eliminating transactions related to the convertible notes
payable.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont’d)
Recently Enacted Accounting Standards
In
June 2016, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) No. 2016-13, “Financial
Instruments—Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments” (“ASU 2016-13”). Financial
Instruments—Credit Losses (Topic 326) amends guideline on reporting
credit losses for assets held at amortized cost basis and
available-for-sale debt securities. For assets held at amortized
cost basis, Topic 326 eliminates the probable initial recognition
threshold in current GAAP and, instead, requires an entity to
reflect its current estimate of all expected credit losses. The
allowance for credit losses is a valuation account that is deducted
from the amortized cost basis of the financial assets to present
the net amount expected to be collected. For available-for-sale
debt securities, credit losses should be measured in a manner
similar to current GAAP, however Topic 326 will require that credit
losses be presented as an allowance rather than as a write-down.
ASU 2016-13 affects entities holding financial assets and net
investment in leases that are not accounted for at fair value
through net income. The amendments affect loans, debt securities,
trade receivables, net investments in leases, off balance sheet
credit exposures, reinsurance receivables, and any other financial
assets not excluded from the scope that have the contractual right
to receive cash. The amendments in this ASU will be effective for
fiscal years beginning after December 15, 2019, including interim
periods within those fiscal years. We are currently evaluating the
impact of the adoption of ASU 2016-13 on our financial
statements.
In
August 2020, the FASB issued ASU 2020-06, “Debt – Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This
ASU reduces the number of accounting models for convertible debt
instruments and convertible preferred stock. As well as amend the
guidance for the derivatives scope exception for contracts in an
entity’s own equity to reduce form-over-substance-based accounting
conclusions. In addition, this ASU improves and amends the related
EPS guidance. This standard is effective for us on July 1, 2024,
including interim periods within those fiscal years. Adoption is
either a modified retrospective method or a fully retrospective
method of transition. We are currently evaluating the impact of the
adoption of ASU 2020-06 on our financial statements.
Use of Estimates
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those
estimates.
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 periodically.
Intangible Assets
Intangible
assets are stated at the lesser of cost or fair value less
accumulated amortization. Please see NOTE D – ACQUISITION
OF TCBM HOLDINGS, LLC for further information.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
D – ACQUISITION OF
TCBM HOLDINGS, LLC
On
November 30, 2019, the Company acquired 100% ownership of TCBM
Holdings, LLC (“TCBM”) and TCBM’s two wholly owned subsidiaries,
HMNRTH, LLC and 911 Help Now, LLC. The combination has been
accounted for in the accompanying consolidated financial statements
as an “acquisition” transaction. Accordingly, the financial
position and results of operation of the Company prior to November
30, 2019 has been excluded from the accompanying consolidated
financial statements. The Company acquired a 100% interest in
exchange for a Convertible Promissory Note in the amount of
$2,000,000.
Details
regarding the book values and fair values of the net assets
acquired are as follows:
SCHEDULE OF FAIR VALUE OF NET ASSETS
ACQUIRED
|
|
Book Value |
|
|
Fair Value |
|
|
Difference |
|
|
|
|
(Unaudited) |
|
|
|
(Unaudited) |
|
|
|
(Unaudited) |
|
Cash |
|
$ |
546,411 |
|
|
$ |
546,411 |
|
|
$ |
- |
|
Inventory |
|
|
70,580 |
|
|
|
70,580 |
|
|
|
- |
|
Property and Equipment |
|
|
36,363 |
|
|
|
36,363 |
|
|
|
- |
|
Total |
|
$ |
653,354 |
|
|
$ |
653,354 |
|
|
$ |
- |
|
Goodwill
and Intangibles
Goodwill
is recorded when the cost of acquired businesses exceeds the fair
value of the identifiable net assets acquired. Intangible assets
other than goodwill are recorded at fair value at the time acquired
or at cost, if applicable. Intangible assets that do not have
indefinite lives are amortized in line with the pattern in which
the economic benefits of the intangible asset are consumed. If the
pattern of economic benefit cannot be reliably determined, the
intangible assets are amortized on a straight-line basis over the
shorter of the legal or estimated life. Goodwill and
indefinite-lived intangibles assets are not amortized but are
tested for impairment in the fourth quarter using the same dates
each year or more frequently if changes in circumstances or the
occurrence of events indicate potential impairment.
In
performing the annual impairment test, the fair value of each
indefinite-lived intangible asset is compared to its carrying value
and an impairment charge is recorded if the carrying value exceeds
the fair value. For goodwill, the Company first assesses
qualitative factors to determine whether it is more-likely-than-not
that the fair value of a reporting unit is less than its carrying
amount, and whether it is necessary to perform the quantitative
goodwill impairment test. The quantitative test is required only if
the Company concludes that it is more-likely-than-not that a
reporting unit’s fair value is less than its carrying amount. For
quantitative testing, the Company compares the fair value of each
reporting unit with its carrying amount. If the carrying amount
exceeds the fair value, an impairment charge is recognized for the
amount by which the carrying amount exceeds the reporting unit’s
fair value, not to exceed the total amount of goodwill allocated to
that reporting unit.
Fair
values are determined using established business valuation
techniques and models developed by the Company, estimates of market
participant assumptions of future cash flows, future growth rates
and discount rates to value estimated cash flows. Changes in
economic and operating conditions, actual growth below the assumed
market participant assumptions or an increase in the discount rate
could result in an impairment charge in a future period.
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). Acquired
inventories 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.
SCHEDULE OF ASSETS ACQUIRED
Assets acquired |
|
As of
November 30,
2019
|
|
|
|
|
|
Cash |
|
$ |
546,411 |
|
Inventory (i) |
|
|
70,580 |
|
Property, plant and equipment (ii) |
|
|
36,363 |
|
Assets
acquired excluding goodwill |
|
|
653,354 |
|
Goodwill (iii) |
|
|
1,346,646 |
|
Total purchase price |
|
$ |
2,000,000 |
|
(i) |
Inventories
acquired were sold on March 11, 2020 |
(ii) |
Property,
plant and equipment acquired includes computers, software and other
office equipment. |
(iii) |
Goodwill
is recorded when the cost of acquired businesses exceeds the fair
value of the identifiable net assets acquired. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
D – ACQUISITION OF TCBM HOLDINGS, LLC (cont’d)
The
changes in the carrying amount of goodwill for the period from
November 30, 2019 through March 31, 2022 were as
follows:
SCHEDULE OF GOODWILL
Balance as of
November 30, 2019 |
|
$ |
1,346,646 |
|
Additions and adjustments |
|
|
(873,323 |
) |
Balance as of March 31, 2022 |
|
$ |
473,323 |
|
For
the nine months ended March 31, 2022 and year ended June 30, 2021,
the Company recorded an impairment of goodwill in the amount of
$0 and $873,323, respectively.
During the fourth quarter of fiscal 2021 (second calendar quarter
of 2021), the Company performed an interim goodwill impairment
analysis on the TCBM Holdings, LLC acquisition and its $946,646 goodwill balance based on assessed
potential indicators of impairment, including recent disruptions to
the domestic CBD market resulting from the COVID-19 pandemic, the
increasing uncertainty of near-term demand requirements, supply
constraints and financing constraints. In the previous 2020 annual
goodwill impairment evaluation, this reporting unit had a fair
value of approximately 100% of the carrying value. The impairment
assessment and valuation method require 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
fourth quarter 2021 goodwill impairment evaluation, the Company
determined that the fair value of the TCBM Holdings, LLC
acquisition was below carrying value, including goodwill, by
$473,323. 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 domestic CBD
market.
NOTE
E - PROPERTY AND
EQUIPMENT
SCHEDULE OF PROPERTY AND
EQUIPMENT
|
|
March 31, 2022 |
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Property and Equipment |
|
$ |
36,363 |
|
|
$ |
36,363 |
|
Less: accumulated depreciation |
|
|
(12,121 |
) |
|
|
(8,226 |
) |
Total |
|
$ |
24,242 |
|
|
$ |
28,137 |
|
|
(i) |
Property
and equipment are stated at cost and depreciated principally on
methods and at rates designed to amortize their costs over their
useful lives. |
|
(ii) |
Depreciation
expense for the nine months ended March 31, 2022 and 2021 was
$3,895
and $2,274,
respectively. |
NOTE
F – NOTE
RECEIVABLE
SCHEDULE OF NOTE
RECEIVABLE
|
|
March 31, 2022
|
|
|
June 30, 2021
|
|
|
|
|
|
|
|
|
Note receivable- Tersus Power, Inc. |
|
$ |
250,000 |
|
|
$ |
- |
|
Total |
|
$ |
250,000 |
|
|
$ |
- |
|
|
(i) |
On
December 14, 2021, the Company, was issued a Senior Secured
Promissory Note (the “Note”) in the principal amount of $500,000
by Tersus Power, Inc. (the “Borrower”).
The Note shall bear interest at
5% annually, be amortized over 25 years and the Borrower
shall pay the full amount of principal and interest in one balloon
payment on
December 14, 2026 (the “Maturity Date”). The Note is
secured, through a Security Agreement, by all current and future
assets of the Borrower. The Lender shall advance the Borrower
funds, up to $500,000,
prior to the closing of the proposed merger between the Lender and
the Borrower. The first tranche, in the amount of $37,500,
was advanced by the Lender on December 14, 2021. As of March 31,
2022, the Company has advanced the Borrower $250,000. |
|
(ii) |
The
convertible note receivable is considered available for sale debt
securities with a private company that is not traded in active
markets. Since observable price quotations were not available at
acquisition, fair value was estimated based on cost less an
appropriate discount upon acquisition. The discount of each
instrument is accreted into interest income over the respective
term as shown within the Company’s Condensed Consolidated
Statements of Operations. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
G – ACCRUED OFFICER
AND DIRECTOR COMPENSATION
Accrued officer and director compensation is due to Jimmy Wayne
Anderson, the sole officer and director of the Company, and
consists of:
SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION
|
|
March 31, 2022 |
|
|
June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
Pursuant to January 26, 2018 Board of Directors Service
Agreement |
|
$ |
- |
|
|
$ |
- |
|
Total |
|
$ |
- |
|
|
$ |
- |
|
For the nine months ended March 31, 2022 and year ended June 30,
2021, the balance of accrued officer and director compensation
changed as follows:
SCHEDULE OF CHANGES IN ACCRUED OFFICER AND
DIRECTOR COMPENSATION
|
|
Pursuant to
Employment
Agreements |
|
|
Pursuant to
Board of
Directors
Services
Agreements |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30,
2021 |
|
- |
|
|
- |
|
|
- |
|
Officer’s/director’s compensation for the nine months ended March
31, 2022 |
|
|
- |
|
|
|
60,000 |
|
|
|
60,000 |
|
Cash bonus as per
new agreement (ii) |
|
|
|
|
|
|
50,000 |
|
|
|
50,000 |
|
Cash
compensation |
|
|
|
|
|
|
(110,000 |
) |
|
|
(110,000 |
) |
Balances at March 31, 2022 |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
(i) |
As of
March 31, 2022 and June 30, 2021, total shares of common stock
accrued as “Stock to be Issued” to Mr. Anderson as per the terms of
the Board of Director’s Services Agreement is
0 and
84,803, respectively. |
|
(ii) |
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 ($)
upon execution of the Agreement, and Twenty Thousand and no/100
dollars ($)
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 $ per quarter
shall commence with the third calendar quarter of 2021 (first
fiscal quarter of 2022). |
NOTE
H – NOTES PAYABLE,
THIRD PARTIES
Notes
payable to third parties consist of:
SCHEDULE OF NOTES PAYABLE TO THIRD
PARTIES
|
|
March 31,
2022
|
|
|
June
30,
2021
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
426,250 |
|
|
$ |
649,750 |
|
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, March 31, 2022 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, March 31, 2022 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, March 31, 2022 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 $0 and $55,616 at, March 31, 2022 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
$0
and $129,316
at March 31, 2022 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, March 31, 2022 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 $0
and $0
at, March 31, 2022 and June 30, 2021, respectively (vii) |
|
|
- |
|
|
|
- |
|
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
$0
and $0
at, March 31, 2022 and June 30, 2021, respectively (viii) |
|
|
- |
|
|
|
- |
|
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
$22,294
and $0
at, March 31, 2022 and June 30, 2021, respectively (ix) |
|
|
38,750 |
|
|
|
|
|
Convertible Promissory Note dated
January 13, 2022 payable to Sixth Street Lending, LLC (“Sixth
Street”), interest at
8%, due
January 13, 2023 with unamortized debt discount of
$34,521
and $0
at, March 31, 2022 and June 30, 2021, respectively (x) |
|
|
43,750 |
|
|
|
- |
|
Convertible
Promissory Note dated February 4, 2022 payable to Sixth Street
Lending, LLC (“Sixth Street”), interest at
8%, due
February 4, 2023 with unamortized debt discount of
$37,158
and $0
at, March 31, 2022 and June 30, 2021, respectively (xi) |
|
|
43,750 |
|
|
|
- |
|
Totals |
|
$ |
426,250 |
|
|
$ |
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 March 31, 2022, the
Convertible Note was paid in full. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
G – 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 March 31, 2022,
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 March 31,
2022, 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
March 31, 2022, $100,000
principal plus $11,726
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 March 31, 2022, $200,000
principal plus $21,590
interest were due. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
G – NOTES PAYABLE, THIRD PARTIES (cont’d)
(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 March 31, 2022, 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. On January 18,
2022, the Investor converted $48,750
principal and $1,950
interest into
55,108,696 shares of common stock. As of March 31, 2022, the
Convertible Note was paid in full |
|
|
(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. On March 15,
2022, the Investor converted $48,750
principal and $1,950
interest into
163,548,387 shares of common stock. As of March 31, 2022,
the Convertible Note was paid in full |
|
|
(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 March
31, 2022, $38,750
principal plus $1,316
interest were due. Please see NOTE
M - SUBSEQUENT EVENTS for further
information. |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE G – NOTES PAYABLE, THIRD PARTIES (cont’d)
(x) |
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. As of
March 31, 2022, $43,750
principal plus $738
interest were due. |
|
|
(xi) |
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. As of March 31,
2022, $43,750
principal plus $527
interest were due. |
Income
from forgiveness of principal and interest on convertible notes
payable consists of:
SCHEDULE OF INTEREST FROM FORGIVENESS OF
NOTES PAYABLE
|
|
|
March 31, 2022 |
|
|
|
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:
|
|
|
March 31, 2022 |
|
|
|
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:
|
|
|
March 31, 2022 |
|
|
|
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 nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
I - DERIVATIVE
LIABILITY
The derivative liability at December 31, 2021 and June 30, 2021
consisted of:
SCHEDULE OF DERIVATIVE
LIABILITY
|
|
March 31, 2022 |
|
|
June 30, 2021 |
|
|
|
|
|
|
|
|
Convertible
Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES for further
information |
|
$ |
567,816 |
|
|
$ |
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 |
|
|
- |
|
|
|
107,801 |
|
Convertible
Promissory Note payable to Sixth Street Lending, LLC. Please see
NOTE H – NOTES PAYABLE, RELATED PARTIES for further
information |
|
|
224,972 |
|
|
|
- |
|
Total
derivative liability |
|
$ |
792,788 |
|
|
$ |
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 March 31, 2022, and June 30, 2021
using the Black Scholes option pricing model. Assumptions used for
the calculation of the derivative liability of the Notes at March
31, 2022 were (1) stock price of $0.0004
per share, (2) conversion prices ranging from $0.00015
to $0.000183
per share, (3) term of
6 months to
10 months, (4) expected volatility of
162.98% to
181.26%, and (5) risk free interest rate of
1.06% to
1.63%. 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 |
|
|
217,393 |
|
Gain |
|
|
(432,182 |
) |
Balance at
March 31, 2022 |
|
$ |
792,788 |
|
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. March 31, 2022 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 March 31, 2022 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 nine months ended March 31, 2022 and 2021
(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 March 31, 2022 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 March 31, 2022 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 March 31, 2022 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 March 31, 2022 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 nine months ended March 31, 2022 and 2021
(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 March 31, 2022 and June
30, 2021, the Company had 276
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 nine months ended March 31, 2022 and 2021
(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 nine months ended March 31, 2022 and 2021
(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 nine months ended March 31, 2022 and 2021
(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 nine months ended March 31, 2022 and 2021
(Unaudited)
NOTE
J - CAPITAL STOCK (cont’d)
At
March 31, 2022 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 March 31, 2022 and June
30, 2021, the Company has
13,449,828,986 and
14,680,293,609 shares
issued and outstanding, respectively. At March 31, 2022 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 March 31, 2022 and June
30, 2021, the Company has 0
and
0
shares
issued and outstanding, respectively.
Common Stock, Preferred Stock and Warrant
Issuances
For
the nine months ended March 31, 2022 and year ended June 30, 2021,
the Company issued and/or sold the following unregistered
securities:
Common
Stock:
Nine
months ended March 31, 2022
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 $