0000932021 false Q1 2023 --06-30 0000932021 2022-07-01 2022-09-30 0000932021 2022-11-21 0000932021 2022-09-30 0000932021 2022-06-30 0000932021 GTLL:SeriesKPreferredStockMember 2022-09-30 0000932021 GTLL:SeriesKPreferredStockMember 2022-06-30 0000932021 GTLL:SeriesLPreferredStockMember 2022-09-30 0000932021 GTLL:SeriesLPreferredStockMember 2022-06-30 0000932021 2021-07-01 2021-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2022-06-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2022-06-30 0000932021 us-gaap:CommonStockMember 2022-06-30 0000932021 GTLL:CommonStockToBeIssuedMember 2022-06-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0000932021 us-gaap:RetainedEarningsMember 2022-06-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2021-06-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2021-06-30 0000932021 us-gaap:CommonStockMember 2021-06-30 0000932021 GTLL:CommonStockToBeIssuedMember 2021-06-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0000932021 us-gaap:RetainedEarningsMember 2021-06-30 0000932021 2021-06-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2022-07-01 2022-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2022-07-01 2022-09-30 0000932021 us-gaap:CommonStockMember 2022-07-01 2022-09-30 0000932021 GTLL:CommonStockToBeIssuedMember 2022-07-01 2022-09-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2022-09-30 0000932021 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2021-07-01 2021-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2021-07-01 2021-09-30 0000932021 us-gaap:CommonStockMember 2021-07-01 2021-09-30 0000932021 GTLL:CommonStockToBeIssuedMember 2021-07-01 2021-09-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2021-07-01 2021-09-30 0000932021 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2022-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2022-09-30 0000932021 us-gaap:CommonStockMember 2022-09-30 0000932021 GTLL:CommonStockToBeIssuedMember 2022-09-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0000932021 us-gaap:RetainedEarningsMember 2022-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesKPreferredStockMember 2021-09-30 0000932021 us-gaap:PreferredStockMember GTLL:SeriesLPreferredStockMember 2021-09-30 0000932021 us-gaap:CommonStockMember 2021-09-30 0000932021 GTLL:CommonStockToBeIssuedMember 2021-09-30 0000932021 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0000932021 us-gaap:RetainedEarningsMember 2021-09-30 0000932021 2021-09-30 0000932021 GTLL:ShareExchangeAgreementMember 2022-07-01 2022-09-30 0000932021 GTLL:ShareExchangeAgreementMember 2020-07-01 2021-06-30 0000932021 GTLL:ConsultingServicesMember 2021-05-05 2021-05-10 0000932021 2021-12-16 2021-12-16 0000932021 2021-12-16 0000932021 GTLL:ConsultingAgreementMember 2022-07-01 2022-09-30 0000932021 2022-02-01 2022-02-01 0000932021 2022-02-01 0000932021 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember GTLL:OneCustomerMember 2022-07-01 2022-09-30 0000932021 GTLL:OneBorrowerMember 2022-09-30 0000932021 GTLL:OneBorrowerMember 2022-06-30 0000932021 us-gaap:NotesReceivableMember us-gaap:CustomerConcentrationRiskMember GTLL:OneBorrowerMember 2022-07-01 2022-09-30 0000932021 us-gaap:NotesReceivableMember us-gaap:CustomerConcentrationRiskMember GTLL:OneBorrowerMember 2021-07-01 2022-06-30 0000932021 GTLL:GlobalCleanSolutionsLLCMember 2021-09-22 0000932021 GTLL:GlobalCleanSolutionsLLCMember 2022-09-30 0000932021 GTLL:GlobalCleanSolutionsLLCMember 2020-09-03 0000932021 2020-09-03 0000932021 GTLL:TCBMMember GTLL:HMNRTHLLCAndNineHundredAndElevenHelpNowLLCMember 2019-11-30 0000932021 2021-07-01 2022-06-30 0000932021 2020-07-01 2021-06-30 0000932021 GTLL:TCBMHoldingsLLCMember 2021-06-30 0000932021 GTLL:TCBMHoldingsLLCMember 2021-04-01 2021-06-30 0000932021 GTLL:TCBMHoldingsLLCMember 2022-04-01 2022-06-30 0000932021 GTLL:BookValueMember 2019-11-30 0000932021 GTLL:FairValueMember 2019-11-30 0000932021 GTLL:DifferenceMember 2019-11-30 0000932021 2019-11-30 0000932021 2019-12-01 2022-09-30 0000932021 GTLL:TersusPowerIncMember 2022-09-30 0000932021 GTLL:TersusPowerIncMember 2022-06-30 0000932021 GTLL:SeniorSecuredPromissoryNoteMember GTLL:TersusPowerIncMember 2021-12-14 0000932021 GTLL:SeniorSecuredPromissoryNoteMember GTLL:TersusPowerIncMember 2021-12-12 2021-12-14 0000932021 GTLL:SeniorSecuredPromissoryNoteMember GTLL:TersusPowerIncMember srt:MaximumMember 2021-12-14 0000932021 GTLL:SeniorSecuredPromissoryNoteMember GTLL:TersusPowerIncMember 2022-09-28 2022-09-30 0000932021 GTLL:BoardOfDirectorsServiceAgreementMember 2022-09-30 0000932021 GTLL:BoardOfDirectorsServiceAgreementMember 2022-06-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:EmploymentAgreementsMember 2022-06-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:BoardOfDirectorsServiceAgreementMember 2022-06-30 0000932021 GTLL:OfficerAndDirectorMember 2022-06-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:EmploymentAgreementsMember 2022-07-01 2022-09-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:BoardOfDirectorsServiceAgreementMember 2022-07-01 2022-09-30 0000932021 GTLL:OfficerAndDirectorMember 2022-07-01 2022-09-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:EmploymentAgreementsMember 2022-09-30 0000932021 GTLL:OfficerAndDirectorMember GTLL:BoardOfDirectorsServiceAgreementMember 2022-09-30 0000932021 GTLL:OfficerAndDirectorMember 2022-09-30 0000932021 GTLL:JimmyWayneAndersonMember GTLL:BoardOfDirectorsServiceAgreementMember 2021-06-29 2021-07-02 0000932021 GTLL:JimmyWayneAndersonMember GTLL:BoardOfDirectorsServiceAgreementMember 2021-01-01 2021-03-31 0000932021 GTLL:JimmyWayneAndersonMember GTLL:BoardOfDirectorsServiceAgreementMember 2022-07-01 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteOneMember GTLL:TriBridgeVenturesLLCMember 2021-01-01 2021-01-20 0000932021 GTLL:ConvertiblePromissoryNoteOneMember GTLL:TriBridgeVenturesLLCMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteOneMember GTLL:TriBridgeVenturesLLCMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteOneMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteOneMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember GTLL:TriBridgeVenturesLLCMember 2021-02-01 2021-02-22 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember GTLL:TriBridgeVenturesLLCMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember GTLL:TriBridgeVenturesLLCMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember GTLL:SixthStreetLendingLLCOneMember 2022-01-01 2022-01-13 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember GTLL:SixthStreetLendingLLCOneMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember GTLL:SixthStreetLendingLLCOneMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteFourMember GTLL:SixthStreetLendingLLCTwoMember 2022-02-01 2022-02-04 0000932021 GTLL:ConvertiblePromissoryNoteFourMember GTLL:SixthStreetLendingLLCTwoMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteFourMember GTLL:SixthStreetLendingLLCTwoMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteFourMember 2022-09-30 0000932021 GTLL:ConvertiblePromissoryNoteFourMember 2022-06-30 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember GTLL:SixthStreetLendingLLCMember 2022-01-01 2022-01-13 0000932021 GTLL:ConvertiblePromissoryNoteSevenMember GTLL:SixthStreetLendingLLCTwoMember 2022-07-14 2022-07-14 0000932021 GTLL:ConvertiblePromissoryNoteSevenMember GTLL:SixthStreetLendingLLCTwoMember 2022-07-15 2022-07-15 0000932021 GTLL:ConvertiblePromissoryNoteFourMember GTLL:SixthStreetLendingLLCTwoMember 2022-08-08 2022-08-08 0000932021 GTLL:ConvertiblePromissoryNoteOneMember GTLL:TriBridgeVenturesLLCMember 2021-01-20 0000932021 GTLL:ConvertiblePromissoryNoteOneMember GTLL:TriBridgeVenturesLLCMember 2021-01-01 2021-01-27 0000932021 GTLL:ConvertiblePromissoryNoteTwoMember GTLL:TriBridgeVenturesLLCMember 2021-02-22 0000932021 GTLL:ConvertiblePromissoryNoteThreeMember GTLL:SixthStreetLendingLLCMember 2022-01-13 0000932021 GTLL:ConvertiblePromissoryNoteFourMember GTLL:SixthStreetLendingLLCTwoMember 2022-02-04 0000932021 GTLL:GrapheneHoldingsLLCMember 2022-07-01 2022-09-30 0000932021 GTLL:GrapheneHoldingsLLCMember 2021-07-01 2022-06-30 0000932021 us-gaap:MeasurementInputSharePriceMember 2022-09-30 0000932021 us-gaap:MeasurementInputConversionPriceMember 2022-09-30 0000932021 us-gaap:MeasurementInputExpectedTermMember 2022-07-01 2022-09-30 0000932021 us-gaap:MeasurementInputPriceVolatilityMember 2022-09-30 0000932021 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-09-30 0000932021 us-gaap:MeasurementInputSharePriceMember 2022-06-30 0000932021 us-gaap:MeasurementInputConversionPriceMember srt:MinimumMember 2022-06-30 0000932021 us-gaap:MeasurementInputConversionPriceMember srt:MaximumMember 2022-06-30 0000932021 us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2021-07-01 2022-06-30 0000932021 us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2021-07-01 2022-06-30 0000932021 us-gaap:MeasurementInputPriceVolatilityMember 2022-06-30 0000932021 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2022-06-30 0000932021 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2022-06-30 0000932021 us-gaap:FairValueInputsLevel3Member 2022-06-30 0000932021 us-gaap:FairValueInputsLevel3Member 2022-07-01 2022-09-30 0000932021 us-gaap:FairValueInputsLevel3Member 2022-09-30 0000932021 us-gaap:SeriesAPreferredStockMember 1999-09-30 0000932021 us-gaap:SeriesAPreferredStockMember 2022-09-30 0000932021 us-gaap:SeriesAPreferredStockMember 2022-06-30 0000932021 us-gaap:SeriesBPreferredStockMember 1999-09-30 0000932021 us-gaap:SeriesBPreferredStockMember 2022-09-30 0000932021 us-gaap:SeriesBPreferredStockMember 2022-06-30 0000932021 us-gaap:SeriesCPreferredStockMember 2000-02-15 0000932021 us-gaap:SeriesCPreferredStockMember 2022-09-30 0000932021 us-gaap:SeriesCPreferredStockMember 2022-06-30 0000932021 us-gaap:SeriesDPreferredStockMember 2001-04-26 0000932021 us-gaap:SeriesDPreferredStockMember 2022-09-30 0000932021 us-gaap:SeriesDPreferredStockMember 2022-06-30 0000932021 us-gaap:SeriesEPreferredStockMember 2001-06-28 0000932021 us-gaap:SeriesEPreferredStockMember 2022-09-30 0000932021 us-gaap:SeriesEPreferredStockMember 2022-06-30 0000932021 GTLL:SeriesKSuperVotingPreferredStockMember 2019-07-31 0000932021 GTLL:SeriesKSuperVotingPreferredStockMember 2022-09-30 0000932021 GTLL:SeriesKSuperVotingPreferredStockMember 2022-06-30 0000932021 GTLL:SeriesLPreferredStockMember 2019-07-31 0000932021 GTLL:SeriesLPreferredStockMember 2019-06-11 2019-06-12 0000932021 us-gaap:CommonClassAMember 2022-09-30 0000932021 us-gaap:CommonClassAMember 2022-06-30 0000932021 us-gaap:CommonClassBMember 2022-09-30 0000932021 us-gaap:CommonClassBMember 2022-06-30 0000932021 GTLL:NoteholderEighteenMember GTLL:JanuaryThirteenTwentyThousandAndTwentyTwoMember 2022-07-14 2022-07-14 0000932021 GTLL:NoteholderNineteenMember GTLL:JanuaryThirteenTwentyThousandAndTwentyTwoMember 2022-07-15 2022-07-15 0000932021 GTLL:NoteholderTwentyMember GTLL:FebruaryFourTwentyThousandAndTwentyTwoMember 2022-08-08 2022-08-08 0000932021 GTLL:NoteholderOneMember GTLL:DecemberSeventeenTwentyThousandAndNineteenMember 2021-11-17 2021-11-17 0000932021 us-gaap:WarrantMember 2021-11-17 2021-11-17 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderOneMember 2021-12-13 2021-12-13 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderTwoMember 2021-12-14 2021-12-14 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderThreeMember 2021-12-15 2021-12-15 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderFourMember 2021-12-16 2021-12-16 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderFiveMember 2021-12-17 2021-12-17 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderSixMember 2021-12-21 2021-12-21 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderSevenMember 2021-12-22 2021-12-22 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderEightMember 2021-12-22 2021-12-22 0000932021 GTLL:NoteholderEightMember GTLL:JuneSeventeenTwoThousandTwentyOneNoteMember 2021-12-22 2021-12-22 0000932021 GTLL:NoteholderEightMember GTLL:JuneSeventeenTwoThousandTwentyOneNoteMember GTLL:AccruedInterestMember 2021-12-22 2021-12-22 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderNineMember 2021-12-28 2021-12-28 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderTenMember 2021-12-29 2021-12-29 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderElevenMember 2022-01-03 2022-01-03 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderTwelveMember 2022-01-03 2022-01-03 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderThirteenMember 2022-01-18 2022-01-18 0000932021 GTLL:NoteholderThirteenMember GTLL:JulyTwelveTwentyTwentyOneMember GTLL:PrincipalAmountMember 2022-01-18 2022-01-18 0000932021 GTLL:NoteholderThirteenMember GTLL:JulyTwelveTwentyTwentyOneMember GTLL:AccruedInterestMember 2022-01-18 2022-01-18 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderFourteenMember 2022-03-03 2022-03-03 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderFifteenMember 2022-03-03 2022-03-03 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderSixteenMember 2022-03-15 2022-03-15 0000932021 GTLL:NoteholderSixteenMember GTLL:SeptemberNineTwentyTwentyOneMember GTLL:PrincipalAmountMember 2022-03-15 2022-03-15 0000932021 GTLL:NoteholderSixteenMember GTLL:SeptemberNineTwentyTwentyOneMember GTLL:AccruedInterestMember 2022-03-15 2022-03-15 0000932021 GTLL:AccreditedInvestorMember GTLL:SecuritiesPurchaseAgreementMember GTLL:NoteholderSeventeenMember 2022-04-29 2022-04-29 0000932021 GTLL:NoteholderSeventeenMember GTLL:OctoberTwentySevenTwoThousandTwentyOneMember GTLL:PrincipalAmountMember 2022-04-29 2022-04-29 0000932021 GTLL:NoteholderSeventeenMember GTLL:OctoberTwentySevenTwoThousandTwentyOneMember GTLL:AccruedInterestMember 2022-04-29 2022-04-29 0000932021 GTLL:SoleOfficerAndDirectorMember GTLL:SeriesLPreferredStockMember 2022-02-15 2022-02-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares GTLL:Integer xbrli:pure

 

 

 

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 SEPTEMBER 30, 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)

 

Registrant’s telephone number, including area code: (727) 482-1505

 

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 November 21, 2022, there were 14,488,440,097 shares of registrant’s Class A common stock outstanding.

 

 

 

 
 

 

GLOBAL TECHNOLOGIES, LTD

FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

 

INDEX

 

  PAGE
PART I - FINANCIAL INFORMATION  
 
Item 1. Consolidated Financial Statements (Unaudited)  
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and June 30, 2022 1
Condensed Consolidated Statements of Operations for the three months ended September 30, 2022 and 2021 (Unaudited) 2
Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three months ended September 30, 2022 and 2021 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2022 and 2021 (Unaudited) 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosure About Market Risk 30
Item 4. Controls and Procedures 31
   
PART II – OTHER INFORMATION  
   
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 32
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities 32
Item 3. Defaults Upon Senior Securities 32
Item 4. Mine Safety Disclosures 32
Item 5. Other Information 32
Item 6. Exhibits 33
EXHIBIT INDEX 33
   
SIGNATURES 35

 

i
 

 

USE OF MARKET AND INDUSTRY DATA

 

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

 

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

 

OTHER PERTINENT INFORMATION

 

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

 

ii
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q for the period ended September 30, 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.

 

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

 

iii
 

 

PART I

 

INDEX TO FINANCIAL STATEMENTS

 

  PAGE
PART I - FINANCIAL INFORMATION  
 
Item 1. Consolidated Financial Statements (Unaudited)  
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and June 30, 2022 1
Condensed Consolidated Statements of Operations for the three months ended September 30, 2022 and 2021 (Unaudited) 2
Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three months ended September 30, 2022 and 2021 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2022 and 2021 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements 5

 

 
 

 

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    September 30,
2022
    June 30,
2022
 
    (Unaudited)        
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 3,648     $ 324,494  
Accounts receivable     5,000       5,000  
Accrued interest receivable     11,932       7,521  
Loan receivable, other    

17,380

      18,380  
Total current assets    

37,960

      355,395  
Property and equipment, less accumulated depreciation of $14,717 and $13,419     21,646       22,944  
Notes receivable     350,000       350,000  
Total other assets     371,646       372,944  
TOTAL ASSETS   $ 409,606     $ 728,339  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                
                 
CURRENT LIABILITIES                
Accounts payable   $ 31,438     $ 15,562  
Accrued interest     51,953       47,839  
Notes payable-third parties     300,000       387,500  
Loan payable, related party    

2,250

      2,250  
Debt discounts     -     (49,863 )
Derivative liability     780,071       1,272,799  
Total current liabilities    

1,165,712

      1,676,087  
                 
TOTAL LIABILITIES   $

1,165,712

    $ 1,676,087  
                 
STOCKHOLDERS’ DEFICIENCY                
Preferred stock; 5,000,000 shares authorized, $.01 par value:                
Series K; 3 shares authorized, par value $0.01, as of September 30, 2022 and June 30, 2022, there are 3 and 3 shares outstanding, respectively     -       -  
Series L; 500,000 shares authorized, par value $0.01, as of September 30, 2022 and June 30, 2022, there are 276 and 276 shares outstanding, respectively     3       3  
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of September 30, 2022 and June 30, 2022, there are 14,488,440,097 and 13,785,662,319 shares outstanding, respectively     1,448,844       1,378,566  
Additional paid- in capital Class A common stock     162,913,727       162,732,907  
Additional paid- in capital preferred stock     1,385,113       1,385,113  
Accumulated deficit     (166,503,793 )     (166,444,337 )
Total stockholders’ deficiency     (756,106 )     (947,748 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY   $

409,606

    $ 728,339  

 

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

 

1
 

 

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three months ended September 30, 2022 and 2021

 

   

September 30,

2022

   

September 30,

2021

 
             
Revenue earned:                
Revenue   $ -     $ 50,000  
Cost of goods sold     -       -  
Gross profit     -       50,000  
                 
Operating Expenses                
Officer and director compensation, including stock-based compensation of $0 and $10,000, respectively     314,467       70,087  
Depreciation expense     1,298       1,299  
Professional services     20,900       20,662  
Selling, general and administrative    

2,355

      16,318  
                 
Total operating expenses    

339,020

      108,366  
                 
Loss from operations     (339,020 )     (58,366 )
                 
Other income (expenses)                
Forgiveness of debt and accrued interest     -       433,849  
Gain (expense) on derivative liability     332,630       2,083  
Interest income    

4,411

      -  
Loss on issuance on notes payable     -       (122,046 )
Interest expense     (7,614 )     (28,983 )
Amortization of debt discounts     (49,863 )     (106,893 )
                 
Total other income    

279,564

      178,010  
                 
Income (loss) before provision for income taxes    

(59,456

)     119,644  
                 
Provision for income taxes     -       -  
                 
Net income   $ (59,456 )   $ 119,644  
                 
Basic and diluted income (loss) per common share   $ (0.00 )   $ 0.00  
                 
Weighted average common shares outstanding – basic and diluted     14,278,428,060       14,537,174,609  

 

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

 

2
 

 

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

(UNAUDITED)

For the three months ended September 30, 2022 and 2021

 

    Shares     Amount     Shares     Amount     Shares     Amount     Issued     Capital     Deficit     Total  
    Series K Preferred     Series L Preferred           Common Stock to     Additional              
    stock     stock     Common Stock     be     Paid in     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Issued     Capital     Deficit     Total  
                                                             
Balances at June 30, 2022     3     $ -     276     $ 3       13,785,662,319     $ 1,378,566       -     $ 164,118,020     $ (166,444,337 )   $ (947,748 )
Issuance of common stock to noteholders in satisfaction of principal and interest     -       -       -       -      

702,777,778

     

70,278

      -      

180,820

    -      

251,098

 
Net loss for the three months September 30, 2022     -       -       -       -       -       -       -       -      

(59,456

)    

(59,456

)
Balances at September 30, 2022     3     $ -       276     $     3      

14,488,440,097

    $

1,448,844

      -     $

164,298,840

    $

(166,503,793

)   $

(756,106

)
Balances at June 30, 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     -       -       -       -       (390,000,000 )     (39,000 )     68,000       (29,000 )     -       -  
Net income for the three months September 30, 2021     -       -       -       -       -       -       -       -       119,644       119,644  
Balances at September 30, 2021     3     $ -       255     $ 3       14,290,293,609     $ 1,429,029       212,803     $ 162,479,124     $ (165,046,378 )   $ (925,419 )

 

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

 

3
 

 

GLOBAL TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the three months ended September 30, 2022 and 2021

 

    September 30,
2022
    September 30,
2021
 
             
OPERATING ACTIVITIES:                
Net income (loss)   $ (59,456 )   $ 119,644  
Adjustment to reconcile net loss to net cash provided by operating activities:                
Forgiveness of debt and accrued interest     -     (433,849 )
Derivative liability (gain) loss     (332,630 )     (2,083 )
Loss on issuance of notes payable    

-

      122,046  
Depreciation     1,298       1,299  
Amortization of debt discounts     49,863       106,893  
Changes in operating assets and liabilities:                
Accounts receivable     -     (15,000 )
Accrued interest receivable     (4,411 )     -  
Receivable other, net    

1,000

    (20,944 )
Prepaid director’s compensation     -       12,000  
Accounts payable     15,876       138  
Accrued interest    

7,614

      28,983  
Net cash (used) by operating activities     (320,846 )     (80,873 )
                 
INVESTING ACTIVITIES:                
Net cash provided (used) by investing activities     -       -  
                 
FINANCING ACTIVITIES:                
Repayments of loans payable-related parties     -     (6,597 )
Borrowings from notes payable     -       97,500  
Net cash provided by financing activities     -       90,903  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (320,846 )     10,030  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     324,494       56,300  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 3,648     $ 66,330  
                 
Supplemental Disclosures of Cash Flow Information:                
Taxes paid   $ -     $ -  
Interest paid   $ -     $ -  
                 
Non-cash investing and financing activities:                
Issuance of common stock for debt   $ 210,833     $ -  
Cancellation of common stock and stock to be issued   $ -     $ 68,000  

 

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

 

4
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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 offices are 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. The information contained on, or that can be accessed through, our website is not a part of this Quarterly Report. We have included our website address in this Quarterly Report solely as an inactive textual reference.

 

Current Operations

 

Global Technologies, Ltd (“Global”) is a publicly traded operating 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. 

 

As of September 30, 2022, Global Technologies had five wholly-owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”), Markets on Main, Inc. (“MOM”) and Tersus Power, Inc. (“Tersus”). As of September 30, 2022, the Company had a minority investment in one entity, Global Clean Solutions, LLC.

 

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.

 

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.

 

5
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

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.

 

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 May 4, 2020, MOM entered into a Drop Ship Agreement (the “Agreement”) with QVC, Inc. Under the terms of the Agreement, MOM shall provide products for marketing, promotion, sale and distribution by QVC through certain televised and/or other electronic shopping services developed or to be developed by QVC and through other means and media.

 

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.

 

On January 30, 2022, MOM entered into a Marketing Management Agreement (the “Agreement”) with Chin Industries, LLC (“Chin”). Under the terms of the Agreement, Chin shall provide day to day management of websites where MOM’s products may be sold. The Agreement has a term of one year. As compensation, Chin shall receive a 50/50 split of net profits.

 

During the third quarter of fiscal 2022, MOM launched its first website, www.sculptbaby.com, under the Agreement with Chin. Product sales initiated in March 2022. During the fourth quarter of fiscal 2022, all Sculpt Baby inventory was sold. The Company has not identified its next product to launch.

 

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.

 

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. As of September 30, 2022, the Company is awaiting the passing of its corporate action filed with FINRA so that the Closing may occur.

 

About Tersus Power, Inc. (Nevada)

 

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.

 

6
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

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.

 

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.

 

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. The Company was fully compensated for its services and has fulfilled its obligations under the Agreement.

 

On June 29, 2021, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form S-1 and all follow up correspondence with the appropriate regulatory agencies. As of September 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client.

 

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 September 30, 2022, the Company has received $- compensation and does not anticipate receiving any 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. The Company was fully compensated for its services during the period ended March 31, 2022 and has fulfilled its obligations 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. During the three months ended September 30, 2022, the Company requested and received the balance of the retainer as it does not anticipate requiring any additional assistance from Donohoe.

 

On February 5, 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 September 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client.

 

7
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE B – BASIS OF PRESENTATION

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three months ended September 30, 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, 2022 as filed with the Securities and Exchange Commission on October 13, 2022. 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, 2022, and updated, as necessary, in this Quarterly Report on Form 10-Q.

  

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Summary of Significant Accounting Policies

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2022 filed with the Securities and Exchange Commission on October 13, 2022.

 

Principles of Consolidation

 

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

 

8
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

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

 

Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $3,648 of cash and cash equivalents at September 30, 2022 of which none was held in foreign bank accounts and $0 was not covered by FDIC insurance limits as of September 30, 2022.

 

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 September 30, 2022 and June 30, 2022, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.

 

Accounts receivable – related party and allowance for doubtful accounts

 

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

 

Concentrations of Risks

 

Concentration of Accounts Receivable –At September 30, 2022 and June 30, 2022, the Company had $5,000 and $5,000 in accounts receivable, respectively. For the three months ended September 30, 2022, one customer accounted for 100% of accounts receivable.

 

Concentration of Revenues – For the three months ended September 30, 2022, the Company generated $0 revenue. For the three months ended September 30, 2021, the Company generated $50,000 revenue from two customers.

 

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.

 

Concentration of Loans Receivable, Other –At September 30, 2022 and June 30, 2022, the Company had $17,380 and $18,380 in loans receivable, other. At September 30, 2022 and June 30, 2022, 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.

 

Concentration of Notes Receivable – The Company had notes receivable of $350,000 and $350,000 at September 30, 2022 and June 30, 2022, respectively. At September 30, 2022, one borrower accounted for 100% of the Company’s total notes receivable.

 

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 September 30, 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.

 

9
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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 three months ended September 30, 2022, there were no similar transactions with third-parties.

 

    September 30,
2022
    September 03,
2020
 
             
Global Clean Solutions, LLC   $         -     $        -  
Total investments   $ -     $ -  

 

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.

 

Deferred Financing Costs

 

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

 

Revenue recognition

 

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

 

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

 

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

 

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

 

10
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

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

 

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

 

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

 

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

 

Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer.

 

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 three months ended September 30, 2022 and 2021, the Company excluded 16,800,000,000 and 1,548,833,791, respectively, shares relating to convertible notes payable to third parties share issuable upon conversion of the Company’s Series L Preferred stock.

 

11
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.

 

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

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

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

 

Goodwill

 

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

 

Intangible Assets

 

Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC for further information.

 

12
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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:

 

    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.

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.

 

The changes in the carrying amount of goodwill for the period from November 30, 2019 through September 30, 2022 were as follows:

 

         
Balance as of November 30, 2019   $ 1,346,646  
Additions and adjustments     (1,346,646 )
Balance as of September 30, 2022   $ -  

 

During the years ended June 30, 2022 and 2021, the Company recorded an impairment of goodwill in the amount of $473,323 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 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. Consequently, during the fourth quarter of 2022, the Company recorded a $473,323 impairment charge for the partial impairment of the TCBM Holdings, LLC acquisition goodwill.

 

NOTE E - PROPERTY AND EQUIPMENT

 

    September 30,
2022
    June 30,
2022
 
             
Property and Equipment   $ 36,363     $ 36,363  
Less: accumulated depreciation     (14,717 )     (13,419 )
Total   $ 21,646     $ 22,944  

 

  (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 three months ended September 30, 2022 and 2021 was $1,298 and $1,299, respectively.

 

13
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE F – NOTE RECEIVABLE

 

    September 30, 2022     June 30, 2022  
             
Note receivable- Tersus Power, Inc.   $ 350,000     $ 350,000  
Total   $ 350,000     $ 350,000  

 

  (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 September 30, 2022, the Company has advanced the Borrower $350,000.
  (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.

 

NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION

 

Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of:

 

      September 30,
2022
      June 30,
2022
 
                 
Pursuant to January 26, 2018 Board of Directors Service Agreement   $ -     $ -  
Total   $ -     $ -  

 

For the three months ended September 30, 2022 and year ended June 30, 2022, the balance of accrued officer and director compensation changed as follows:

 

    Pursuant to
Employment
Agreements
    Pursuant to
Board of
Directors
Services
Agreements
    Total  
                   
Balances at June 30, 2022      -       -       -  
Officer’s/director’s compensation for the three months ended September 30, 2022 (i)     -       20,000       20,000  
Cash compensation             (20,000 )     (20,000 )
Balances at September 30, 2022   $ -     $ -     $ -  

 

  (i) On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter 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:

 


    September 30, 2022    

June 30,

2022

 
             
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 $0 at, September 30, 2022 and June 30, 2022, respectively (i)     100,000       100,000  
Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 22, 2022, with unamortized debt discount of $0 and $0 at September 30, 2022 and June 30, 2022, respectively (ii)     200,000       200,000  
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 $0 and $23,613 at, September 30, 2022 and June 30, 2022, respectively (iii)     -       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 $0 and $26,250 at, September 30, 2022 and June 30, 2022, respectively (iv)     -       43,750  
Totals   $ 300,000     $ 387,500  

 

(i) On January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $150,000. The Convertible Note shall accrue interest at 10% per annum. The Convertible Note was partially funded on January 27, 2021 in the amount of $100,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). As of September 30, 2022, $100,000 principal plus $7,479 interest were due.

 

14
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

 

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

 

(ii) On February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $200,000. The Convertible Note shall accrue interest at 10% per annum. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 2022) at the option of the holder. The conversion price shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice (“Conversion Price”). “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note was funded on March 2, 2021. As of September 30, 2022, $200,000 principal plus $14,959 interest were due.
   
(iii) On January 13, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $43,750. The Convertible Note has a term of one (1) year (Maturity Date of January 13, 2023) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets.” The transaction closed on January 14, 2022. On July 14, 2022, the Company issued 111,111,111 shares of common stock with a fair market value of $33,333 to the noteholder in satisfaction of $20,000 principal against the Convertible Note. On July 15, 2022, the Company issued 212,500,000 shares of common stock with a fair market value of $63,750 to the Investor in satisfaction of $23,750 principal and $1,750 interest against the Convertible Note. As of September 30, 2022, the Convertible Note was paid in full
   
(iv) 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. On August 8, 2022, the Company issued 379,166,667 shares of common stock with a fair market value of $113,750 to the Investor in satisfaction of $43,750 principal and $1,750 interest against the Convertible Note. As of September 30, 2022, the Convertible Note was paid in full.

 

Income from forgiveness of principal and interest on convertible notes payable consists of:

 

    September 30,
2022
    June 30,
2022
 
             
Forgiveness of Graphene Holdings, LLC principal and interest     -       449,293  
                 
Total   $ -     $ 449,293  

 

15
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE I - DERIVATIVE LIABILITY

 

The derivative liability at September 30, 2022 and June 30, 2022 consisted of:

 

   

September 30,

2022

   

June 30,

2022

 
             
Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information   $ 780,071     $ 1,023,744  
Convertible Promissory Note payable to Sixth Street Lending, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further information     -       249,055  
Total derivative liability   $ 780,071     $ 1,272,799  

 

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 September 30, 2022, and June 30, 2022 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at September 30, 2022 were (1) stock price of $0.0003 per share, (2) conversion price of $0.0001 per share, (3) term of 6 months, (4) expected volatility of 305.48%, and (5) risk free interest rate of 2.51%. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2022 were (1) stock price of $0.0004 per share, (2) conversion prices ranging from $0.0001 to $0.000122 per share, (3) term of 6 months to 8 months, (4) expected volatility of 305.48%, and (5) risk free interest rate of 0.05% to 0.34%.

 

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

 

    Level 3  
       
Balance at June 30, 2022   $ 1,272,799  
Additions     -  
(Gain)Loss     (332,630 )
Change resulting from conversions and payoffs     (160,098 )
Balance at September 30, 2022   $ 780,071  

 

NOTE J - CAPITAL STOCK

 

Preferred Stock

 

Filed with the State of Delaware:

 

On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series A 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series A 8% Convertible Preferred Stock. At September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, the Company had 0 and 0 shares issued and outstanding, respectively.

 

16
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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 September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, 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.

 

17
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE J - CAPITAL STOCK (cont’d)

 

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

 

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

 

Divided by:

 

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

 

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

 

Series L Preferred Stock

 

On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series L Preferred Stock, par value $0.01. The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue five hundred thousand (500,000) shares of the Series L Preferred Stock. At September 30, 2022 and June 30, 2022, the Company had 276 and 276 shares issued and outstanding, respectively.

 

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

 

Voting.

 

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

 

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

 

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

 

divided by:

 

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

 

Conversion Rights.

 

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

 

b) Method of Conversion.

 

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

 

18
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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.

 

19
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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.

 

20
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 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.

 

21
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE J - CAPITAL STOCK (cont’d)

 

At September 30, 2022 and June 30, 2022, the Company is authorized to issue 14,991,000,000 and 14,991,000,000 shares of Class A Common Stock, respectively. At September 30, 2022 and June 30, 2022, the Company has 14,488,440,097 and 13,785,662,319 shares issued and outstanding, respectively. At September 30, 2022 and June 30, 2022, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common Stock, respectively. At September 30, 2022 and June 30, 2022, the Company has 0 and 0 shares issued and outstanding, respectively.

 

Common Stock, Preferred Stock and Warrant Issuances

 

For the three months ended September 30, 2022 and year ended June 30, 2022, the Company issued and/or sold the following unregistered securities:

 

Common Stock:

 

Three months ended September 30, 2022

 

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

 

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

 

On August 8, 2022, the Company issued 379,166,667 shares of common stock with a fair market value of $113,750 to a noteholder in satisfaction of $43,750 principal and $1,750 interest against the note dated February 4, 2022.

 

Year ended June 30, 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.

 

22
 

 

On December 22, 2021, the Company issued 55,000,000 shares of common stock with a fair market value of $110,000 to a noteholder in satisfaction of $68,750 principal and $2,750 interest against the note dated June 17, 2021.

 

On December 28, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

 

On December 29, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $113,390 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

 

On January 3, 2022, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $120,060 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

 

On January 3, 2022, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

 

On January 18, 2022, the Company issued 55,108,596 shares of common stock with a fair market value of $93,685 to a noteholder in satisfaction of $48,750 principal and $1,950 interest against the note dated July 12, 2021.

 

On March 3, 2022, the Company issued 500,000,000 shares of common stock with a fair market value of $650,000 to an Accredited Investor (the “Investor”) to replace shares of common stock the Investor had returned to the Company in prior periods.

 

On March 3, 2022, the Company issued 600,000,000 shares of common stock with a fair market value of $780,000 to an Accredited Investor (the “Investor”) to replace shares of common stock the Investor had returned to the Company in prior periods.

 

On March 15, 2022, the Company issued 163,548,387 shares of common stock with a fair market value of $81,774 to a noteholder in satisfaction of $48,750 principal and $1,950 interest against the note dated September 9, 2021.

 

On April 29, 2022, the Company issued 335,833,333 shares of common stock with a fair market value of $67,167 to a noteholder in satisfaction of $38,750 principal and $1,550 interest against the note dated October 27, 2021.

 

Preferred Stock:

 

Three months ended September 30, 2022

 

None

 

Year ended June 30, 2022

 

On February 15, 2022, the Company issued 21 shares of the Company’s Series L Preferred Stock to the Company’s sole officer and director as reimbursement for returning 1,028,030,000 shares of common stock to the Company.

 

Warrants and Options:

 

None.

 

23
 

 

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2022 and 2021

(Unaudited)

 

NOTE K - COMMITMENTS AND CONTINGENCIES

 

Occupancy

 

Currently, the Company shares office space with Sylios Corp at 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 and is not required to reimburse Sylios Corp for monthly rent. The Company anticipates that this relationship will change with the hiring of additional employees and it will be required to enter into a lease for a separate office space.

 

Director Agreements

 

On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022).

 

NOTE L - GOING CONCERN UNCERTAINTY

 

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

 

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of September 30, 2022, we had an accumulated deficit of $166,503,793. For the three months ended September 30, 2022, we had cash used from operating activities of $320,846. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

 

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).

 

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern.

  

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.

 

NOTE M - SUBSEQUENT EVENTS

 

The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure: 

 

None

 

24
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

 

Forward-Looking Statements

 

This Quarterly Report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and in our subsequent filings with the SEC, and include, among others, the following: marijuana is illegal under federal law, the marijuana industry is subject to strong competition, our business is dependent on laws pertaining to the marijuana industry, the marijuana industry is subject to government regulation, our business model depends on the availability of private funding, we will be subject to general real estate risks, if debt payments to note holder are not made we could lose our investment in our real estate properties, terms and deployment of capital. The terms “Global Technologies, Ltd “Global Technologies,” “Global,” “we,” “us,” “our,” and the “Company” refer to Global Technologies, Ltd., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis.

 

Company 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 offices are 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. The information contained on, or that can be accessed through, our website is not a part of this Quarterly Report. We have included our website address in this Quarterly Report solely as an inactive textual reference.

 

Current Operations

 

Global Technologies, Ltd (“Global”) is a publicly traded operating 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”) and its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. 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.

 

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.

  

25
 

 

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.

 

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.

 

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.

 

26
 

 

On May 4, 2020, MOM entered into a Drop Ship Agreement (the “Agreement”) with QVC, Inc. Under the terms of the Agreement, MOM shall provide products for marketing, promotion, sale and distribution by QVC through certain televised and/or other electronic shopping services developed or to be developed by QVC and through other means and media.

 

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.

 

On January 30, 2022, MOM entered into a Marketing Management Agreement (the “Agreement”) with Chin Industries, LLC (“Chin”). Under the terms of the Agreement, Chin shall provide day to day management of websites where MOM’s products may be sold. The Agreement has a term of one year. As compensation, Chin shall receive a 50/50 split of net profits.

 

During the third quarter of fiscal 2022, MOM launched its first website, www.sculptbaby.com, under the Agreement with Chin. Product sales initiated in March 2022. During the fourth quarter of fiscal 2022, all Sculpt Baby inventory was sold. The Company has not identified its next product to launch.

 

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.

 

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. As of September 30, 2022, the Company is awaiting the passing of its corporate action filed with FINRA so that the Closing may occur.

 

27
 

 

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.

 

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.

 

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. The Company was fully compensated for its services and has fulfilled its obligations under the Agreement.

 

On June 29, 2021, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form S-1 and all follow up correspondence with the appropriate regulatory agencies. As of September 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client.

 

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 September 30, 2022, the Company has received $- compensation and does not anticipate receiving any 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. The Company was fully compensated for its services during the period ended March 31, 2022 and has fulfilled its obligations 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. During the three months ended September 30, 2022, the Company requested and received the balance of the retainer as it does not anticipate requiring any additional assistance from Donohoe.

 

On February 5, 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 September 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client.

 

28
 

 

Critical Accounting Policies, Judgments and Estimates

 

There were no material changes to our critical accounting policies and estimates during the interim period ended September 30, 2022.

 

Please see our Annual Report on Form 10-K for the year ended June 30, 2022 filed on October 13, 2022, for a discussion of our critical accounting policies and estimates and their effect, if any, on the Company’s financial results.

 

Components of our Results of Operations

 

Revenues

 

We sell consumer products either wholesale or direct to consumer. In addition, we generate revenue through the logistics services we offer through our wholly owned subsidiary, Market on Main and consulting services we offer to other publicly traded companies.

 

Cost of Revenues

 

Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.

 

Interest Expense, Net

 

Interest expense includes the cost of our borrowings under our debt arrangements.

 

Results of Operations

 

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

 

The following table sets forth information comparing the components of net (loss) income for the three months ended September 30, 2022 and 2021:

 

   

Three Months Ended

September 30,

   

Period over

Period Change

 
    2022     2021     $     %  
Revenues, net   $ -     $ 50,000     $ (50,000 )     -100.00 %
Cost of revenues     -       -       -       -  
Gross profit     -       50,000       (50,000 )     -100.00 %
                                 
Operating expenses:                                
Selling, general and administrative     2,355       16,318       (13,963 )     -85.57 %
Other operating expenses     336,665       92,048       244,617       265.75 %
Total operating expenses     339,030       108,366       230,664       212.86 %
Operating loss     (339,020 )     (58,366 )     (280,654 )     -480.85 %
                                 
Other (expense) income:                                
Forgiveness of debt and accrued interest     -       433,849       (433,849 )     -100.00 %
Gain (loss) on derivative liability     332,630       2,083       330,547       15,868.80 %
Gain (loss) on issuance of notes payable     -       (122,046 )     112,046       100.00 %
Amortization of debt discounts     (49,863 )     (106,893 )     57,030       53.35 %
Interest income     4,411       -       4,411       100.00 %
Interest expense     (7,614 )     (28,983 )     21,369       73.73 %
Total other income     279,564       178,010       101,554     57.05 %
Income (loss) before income taxes     (59,456 )      119,644       (179,100 )      -149.69 %
Income tax expense     -       -       -       -  
Net income (loss)     (59,456 )      119,644       (179,100 )      -149.69 %

 

Revenue

 

For the three months ended September 30, 2022 and 2021, we generated revenue of $0 and $50,000, respectively.

 

Cost of Revenues

 

For the three months ended September 30, 2022 and 2021, cost of revenues was $- and $-, respectively.

 

Gross Profit

 

For the three months ended September 30, 2022 and 2021, gross profit was $0 and $50,000, respectively.

 

Operating Expenses

 

Selling, general and administrative expenses were $2,355 and $16,318 for the three months ended September 30, 2022 and 2021, respectively, representing a decrease of $13,963, or 85.57%. The Company’s selling, general and administrative expenses decrease is largely attributable to a reduction in corporate office expenses.

 

Other Income (Expenses)

 

Other income (expenses) were $279,564 and $178,010 for the three months ended September 30, 2022 and 2021, respectively, representing an increase of $101,554, or 57.05%. The other income (expenses) for the three months ended September 30, 2022 included amortization of debt discounts of ($49,863), interest expense of ($7,614) offset by a gain on derivative liability of $332,630 and gain on interest income of $4,411. The increase in other income for the three months ended September 30, 2022 was largely attributable to a gain on derivative liability.

 

Income tax expense

 

There was no income tax expense for the three months ended September 30, 2022 and September 30, 2021.

 

Net Income (loss)

 

For the three months ended September 30, 2022, our net loss increased to ($59,456), as compared to net income of $119,644 for three months ended September 30, 2021, an increase of ($179,100). The increase in net loss for the three months ended September 30, 2022 was largely attributable to the increase in operating expenses.

 

29
 

 

Liquidity and Capital Resources

 

The following table summarizes the cash flows for the three months ended September 30, 2022 and 2021:

 

    2022     2021  
Cash Flows:                
                 
Net cash (used in) operating activities     (320,846 )     (80,873 )
Net cash provided by investing activities     -       -  
Net cash provided by financing activities     -       90,903  
                 
Net increase (decrease) in cash     (320,846 )     10,030  
Cash at beginning of period     324,494       56,300  
                 
Cash at end of period   $ 3,648     $ 66,330  

 

As of September 30, 2022 and 2021, the Company had cash of $3,648 and $66,330, respectively.

 

We had cash (used in) operating activities of ($320,846) for the three months ended September 30, 2022, compared to ($80,873) for the three months ended September 30, 2021.

 

We had cash provided by investing activities of $- and $- for the three months ended September 30, 2022 and 2021, respectively

 

We had cash provided by financing activities of $- and $90,903 for the three months ended September 30, 2022 and 2021, respectively, of which $97,500 was from borrowings from notes payable offset by repayment of a note payable in the amount of ($6,597) during the three months ended September 30, 2021.

 

Off-Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Seasonality

 

We do not consider our business to be seasonal.

 

Commitments and Contingencies

 

We are subject to the legal proceedings described in “Part II, Item 1. Legal Proceedings” of this report. There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

 

Inflation and Changing Prices

 

Neither inflation nor changing prices for the three months ended September 30, 2022 had a material impact on our operations.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

30
 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2022, our disclosure controls and procedures were not effective.

 

Due to resource constraints, material weaknesses are evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchanges Commission, which is due to the lack of resources and segregation of duties. We lack sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and lacks documentation of its internal control processes.

 

Changes in Internal Control over Financial Reporting

 

There was no change to our internal controls or in other factors that could affect these controls during the period ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, our Board is currently seeking to improve our controls and procedures to remediate the deficiency described above.

 

31
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. I addition to the estimated loss, the liability includes probable and estimable legal cost associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company business. There is no pending litigation involving the Company at this time.

 

Item 1A. Risk Factors

 

Not required for smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

In connection with the foregoing, the Company relied upon the exemptions from registration provided by Rule 701 and Section 4(a)(2) under the Securities Exchange Act of 1933, as amended:

 

Issuance of common stock – Three months ended September 30, 2022

 

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

 

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

 

On August 8, 2022, the Company issued 379,166,667 shares of common stock with a fair market value of $113,750 to a noteholder in satisfaction of $43,750 principal and $1,750 interest against the note dated February 4, 2022.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

32
 

 

Item 6. Exhibits

 

The documents set forth below are filed, incorporated by reference or furnished herewith as indicated.

 

Index to Exhibits

 

Exhibit   Description
     
3.1   Articles of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)
3.2   Amended and Restated Certificate of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)
3.3   Certificate of Designation, Rights, Preferences and Limitations of Series A 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.4   Certificate of Designation, Rights, Preferences and Limitations of Series B 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.5   Certificate of Merger of Interactive Flight Technologies, Inc. into Global Technologies, Ltd (previously filed with Form 10 on June 8, 2020)
3.6   Certificate of Designation, Rights, Preferences and Limitations of Series C Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.7   Certificate of Designation, Rights, Preferences and Limitations of Series D Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.8   Certificate of Designation, Rights, Preferences and Limitations of Series E 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.9   Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (previously filed with Form 10 on June 8, 2020)
3.10   Foreign Profit Corporation Articles of Continuance filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.11   Certificate of Designation, Rights, Preferences and Limitations of Series K Super Voting Preferred Stock filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.12   Certificate of Designation, Rights, Preferences and Limitations of Series L Preferred Stock filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.13   Certificate of Designation, Rights, Preferences and Limitations of Series K Super Voting Preferred Stock filed with the State of Delaware (previously filed with Amendment No. 1 to Form 10 on July 24, 2020)
3.14   Certificate of Designation, Rights, Preferences and Limitations of Series L Preferred Stock filed with the State of Delaware (previously filed with Form 10 on June 8, 2020)
3.15   Amended and Restated Bylaws of Global Technologies, Ltd (previously filed with Form 8-K on January 21, 2021)
4.1   Specimen Certificate common stock (previously filed with Form 10 on June 8, 2020)
10.1   Board of Directors Services Agreement with Jimmy Wayne Anderson dated January 26, 2018 (previously filed with Form 10 on June 8, 2020)
10.2   Convertible Note between the Company and Tri-Bridge Ventures, LLC dated January 24, 2018 (previously filed with Form 10 on June 8, 2020)
10.3   Convertible Note between the Company and Tri-Bridge Ventures, LLC dated February 16, 2018 (previously filed with Form 10 on June 8, 2020)

 

33
 

 

10.4   Convertible Note between the Company and Valvasone Trust dated June 3 2018 (previously filed with Form 10 on June 8, 2020)
10.5   Convertible Note between the Company and Jody A. DellaDonna dated June 29, 2018 (previously filed with Form 10 on June 8, 2020)
10.6   Convertible Note between the Company and Around the Clock Partners, LP dated July 27, 2018 (previously filed with Form 10 on June 8, 2020)
10.7   Indemnification Agreement between the Company and Jimmy Wayne Anderson dated January 25, 2018 (previously filed with Form 10 on June 8, 2020)
10.8   Consulting Agreement between Global Technologies, Ltd and Sylios Corp dated August 22, 2019 (previously filed with Form 10 on June 8, 2020)
10.9   Securities Purchase Agreement between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.10   Convertible Promissory Note between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.11   Common Stock Purchase Warrant Agreement between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.12   TCBM, LLC Purchase and Sale Agreement dated November 30, 2019 (previously filed with Form 10 on June 8, 2020)
10.13   Convertible Promissory Note between Global Technologies, Ltd and Jetco Holdings, LLC dated March 20, 2020 (previously filed with Form 10 on June 8, 2020)
10.14   Securities Purchase Agreement between Global Technologies, Ltd and Jetco Holdings, LLC dated March 20, 2020 (previously filed with Form 10 on June 8, 2020)
10.15   Consulting Agreement between Global Technologies, Ltd and Brian McFadden dated January 2, 2020 (previously filed with Form 10 on June 8, 2020)
10.16   Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera dated January 2, 2020 (previously filed with Form 10 on June 8, 2020)
10.17   Asset Purchase Agreement between HMNRTH, LLC, TCBM Holdings, LLC and Edison Nation, Inc. and Scalematix, LLC dated March 11, 2020 (previously filed with Form 10 on June 8, 2020)
10.18   Quality Agreement between HMNRTH, LLC and Nutralife Biosciences dated September 23, 2019 (previously filed with Amendment No. 2 to Form 10 on August 10, 2020)
10.19   Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest (previously filed with Form 8-K on September 4, 2020)
10.20   Convertible Promissory Note between Global Technologies, Ltd. and Graphene Holdings, LLC dated September 3, 2020 (previously filed with Form 8-K on September 4, 2020)
10.21   Securities Purchase Agreement between Global Technologies, Ltd and Graphene Holdings, LLC dated September 9, 2020 (previously filed with Form 8-K on September 22, 2020)
10.22   Convertible Promissory Note between Global Technologies, Ltd and Graphene Holdings, LLC dated September 9, 2020 (previously filed with Form 8-K on September 22, 2020)
10.23   Platform License Agreement between Markets on Main, LLC and Honey Badger Media, LLC dated November 5, 2020 (previously filed with Form 10-K on December 18, 2020)
10.24   Amendment to Management Agreement dated December 28, 2020 (previously filed with Form 8-K on January 7, 2021)
10.25   Convertible Promissory Note between Global Technologies, Ltd and Tri-Bridge Ventures, LLC dated January 20, 2021 (previously filed with Form 10-Q on February 16, 2021)
10.26   Complaint for Declaratory Judgment dated February 9, 2021 (previously filed with Form 8-K on February 12, 2021)
10.27   Convertible Promissory Note between Global Technologies, Ltd and Tri-Bridge Ventures, LLC dated February 22, 2021 (previously filed with Form 8-K on March 8, 2021)
10.28   Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated June 17, 2021 (previously filed with Form 8-K on June 24, 2021)
10.29   Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated June 17, 2021 (previously filed with Form 8-K on June 24, 2021)
10.30   Board of Directors Services Agreement with Jimmy Wayne Anderson dated July 1, 2021 (previously filed with Form 10-K on October 13, 2021)
10.31   Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated July 12, 2021 (previously filed with Form 8-K on July 19, 2021)
10.32   Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated July 12, 2021 (previously filed with Form 8-K on July 19, 2021)
10.33   Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated September 9, 2021 (previously filed with Form 8-K on September 16, 2021)
10.34   Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated September 9, 2021 (previously filed with Form 8-K on September 16, 2021)
10.35   Convertible Promissory Note between the Company and Sixth Street Lending, LLC. dated October 27, 2021 (previously filed with Form 8-K on November 2, 2021)
10.36   Securities Purchase Agreement between the Company and Sixth Street Lending, LLC dated October 27, 2021 (previously filed with Form 8-K on November 2, 2021)
21.1   Articles of Organization for Markets on Main, LLC dated April 2, 2020 (previously filed with Form 10 on June 8, 2020)
21.2   Certificate of Formation TCBM Holdings, LLC dated (previously filed with Form 10 on June 8, 2020)
21.3   Certificate of Formation of HMNRTH, LLC dated July 30, 2019 (previously filed with Form 10 on June 8, 2020)
21.4   Certificate of Formation of 911 Help Now, LLC dated February 2, 2018 (previously filed with Form 10 on June 8, 2020)
31.1*   Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Graphic   Corporate logo- Global Technologies, Ltd

 

101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith
** Furnished herewith (not filed).

 

34
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  GLOBAL TECHNOLOGIES, LTD
     
  By: /s/ Jimmy Wayne Anderson
    Jimmy Wayne Anderson
    President
     
  Date: November 21, 2022

 

35

Global Technologies (PK) (USOTC:GTLL)
Historical Stock Chart
From May 2023 to Jun 2023 Click Here for more Global Technologies (PK) Charts.
Global Technologies (PK) (USOTC:GTLL)
Historical Stock Chart
From Jun 2022 to Jun 2023 Click Here for more Global Technologies (PK) Charts.