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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023
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.) |
8
Campus Drive Suite 105
Parsippany,
NJ |
|
07054 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (973) 233-5151
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 January 8, 2024, there were 14,688,440,097 shares of registrant’s Class A common stock outstanding.
GLOBAL
TECHNOLOGIES, LTD
FORM
10-Q
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2023
INDEX
USE
OF MARKET AND INDUSTRY DATA
This
Quarterly Report on Form 10-Q includes market and industry data that we have obtained from third-party sources, including industry publications,
as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate
(including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed
its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party
sources referred to in this Quarterly Report on Form 10-Q are reliable, neither we nor our management have independently verified any
of the data from such sources referred to in this Quarterly Report on Form 10-Q or ascertained the underlying economic assumptions relied
upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only
and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not
occur as expected, and those differences may be material. Also, references in this Quarterly Report on Form 10-Q to any publications,
reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication,
report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this
Quarterly Report on Form 10-Q.
Solely
for convenience, we refer to trademarks in this Quarterly Report on Form 10-Q without the ® or the ™ or symbols, but such references
are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other
service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, if any, are the property of their respective
owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.
OTHER
PERTINENT INFORMATION
Unless
the context otherwise indicates, when used in this Quarterly Report on Form 10-Q, the terms “Global Technologies” “we,”
“us,” “our,” the “Company” and similar terms refer to Global Technologies, Ltd, a Delaware corporation,
and all of our subsidiaries and affiliates.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q for the period ended September 30, 2023 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.
PART
I
INDEX
TO FINANCIAL STATEMENTS
GLOBAL
TECHNOLOGIES, LTD
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 13,190 | | |
$ | 18,300 | |
Total current assets | |
| 13,190 | | |
| 18,300 | |
Property and equipment, less accumulated depreciation of $19,909 and $18,611 | |
| 16,454 | | |
| 17,752 | |
Warehouse building | |
| 3,600,000 | | |
| 15,000 | |
Goodwill | |
| 2,890,000 | | |
| - | |
Total other assets | |
| 6,506,454 | | |
| 32,752 | |
TOTAL ASSETS | |
$ | 6,519,644 | | |
$ | 51,052 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 10,423 | | |
$ | 31,657 | |
Accrued interest | |
| 102,082 | | |
| 74,984 | |
Accrued executive compensation | |
| 12,500 | | |
| - | |
Notes payable-third parties | |
| 3,510,000 | | |
| 390,000 | |
Debt discount | |
| (1,301,918 | ) | |
| - | |
Loans payable, related party | |
| 79,866 | | |
| 2,250 | |
Contingent consideration | |
| 3,400,000 | | |
| - | |
Derivative liability | |
| 860,388 | | |
| 1,180,680 | |
Total current liabilities | |
| 6,673,341 | | |
| 1,679,571 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
$ | 6,673,341 | | |
$ | 1,679,571 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Mezzanine Equity: | |
| | | |
| | |
Common stock to be issued upon conversion of Series L Preferred Stock | |
| 2,899,488 | | |
| 2,899,488 | |
Total mezzanine equity | |
| 2,899,488 | | |
| 2,899,488 | |
| |
| | | |
| | |
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, 2023 and June 30, 2023, there are 3 and 3 shares outstanding, respectively | |
| - | | |
| - | |
Series L; 500,000 shares authorized, par value $0.01, as of September 30, 2023 and June 30, 2023, there are 340 and 294 shares outstanding, respectively | |
| 3 | | |
| 3 | |
Preferred stock value | |
| 3 | | |
| 3 | |
Common stock; 14,991,000,000
shares authorized, $.0001
par value, as of September 30, 2023 and June 30, 2023, there are 14,688,440,097
and 14,488,440,097
shares issued and outstanding, respectively | |
| 1,468,844 | | |
| 1,448,844 | |
Additional paid- in capital Class A common stock | |
| 159,999,238 | | |
| 159,999,238 | |
Additional paid- in capital preferred stock | |
| 1,702,285 | | |
| 1,472,285 | |
Common stock to be issued | |
| 30,000 | | |
| 30,000 | |
Accumulated deficit | |
| (166,253,555 | ) | |
| (167,478,377 | ) |
Total stockholders’ deficiency | |
| (3,053,185 | ) | |
| (4,528,007 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
$ | 6,519,644 | | |
$ | 51,052 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For
the three months ended September 30, 2023 and 2022
| |
September 30, 2023 | | |
September 30, 2022 | |
| |
| | |
| |
Revenue earned: | |
| | | |
| | |
Revenue | |
$ | - | | |
$ | - | |
Cost of goods sold | |
| - | | |
| - | |
Gross profit | |
| - | | |
| - | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
Officer and director compensation, including stock-based compensation of $0 and $10,000, respectively | |
| 25,000 | | |
| 314,467 | |
Depreciation expense | |
| 1,298 | | |
| 1,298 | |
Consulting services-stock-based | |
| 250,000 | | |
| - | |
Professional services | |
| - | | |
| 20,900 | |
Selling, general and administrative | |
| 48,991 | | |
| 2,355 | |
| |
| | | |
| | |
Total operating expenses | |
| 325,289 | | |
| 339,020 | |
| |
| | | |
| | |
Loss from operations | |
| (325,289 | ) | |
| (339,020 | ) |
| |
| | | |
| | |
Other income (expenses) | |
| | | |
| | |
Gain (expense) on derivative liability | |
| 1,920,292 | | |
| 332,630 | |
Interest income | |
| - | | |
| 4,411 | |
Interest expense | |
| (72,099 | ) | |
| (7,614 | ) |
Amortization of debt discounts | |
| (298,082 | ) | |
| (49,863 | ) |
| |
| | | |
| | |
Total other income | |
| 1,550,111 | | |
| 279,564 | |
| |
| | | |
| | |
| |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net income (loss) | |
$ | 1,224,822 | | |
$ | (59,456 | ) |
| |
| | | |
| | |
Basic and diluted income (loss) per common share | |
$ | 0.00 | | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding – basic and diluted | |
| 14,539,553,430 | | |
| 14,278,428,060 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIENCY)
(UNAUDITED)
For
the three months ended September 30, 2023 and 2022
| |
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, 2023 | |
| 3 | | |
$ | - | | |
| 294 | | |
$ | 3 | | |
| 14,488,440,097 | | |
$ | 1,448,844 | | |
| 30,000 | | |
$ | 161,471,523 | | |
$ | (167,478,377 | ) | |
$ | (4,528,007 | ) |
Balance | |
| 3 | | |
$ | - | | |
| 294 | | |
$ | 3 | | |
| 14,488,440,097 | | |
$ | 1,448,844 | | |
| 30,000 | | |
$ | 161,471,523 | | |
$ | (167,478,377 | ) | |
$ | (4,528,007 | ) |
Issuance of common stock for conversion of Series L preferred Stock | |
| - | | |
| - | | |
| (4 | ) | |
| - | | |
| 200,000,000 | | |
| 20,000 | | |
| - | | |
| (20,000 | ) | |
| - | | |
| - | |
Issuance of Series L preferred stock for compensation | |
| - | | |
| - | | |
| 50 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 250,000 | | |
| - | | |
| 250,000 | |
Net income for the three months September 30, 2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,224,822 | | |
| 1,224,822 | |
Net income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,224,822 | | |
| 1,224,822 | |
Balances at September 30, 2023 | |
| 3 | | |
$ | - | | |
| 340 | | |
$ | 3 | | |
| 14,688,440,097 | | |
$ | 1,468,844 | | |
$ | 30,000 | | |
$ | 161,701,523 | | |
$ | (166,253,555 | ) | |
$ | (3,053,185 | ) |
Balance | |
| 3 | | |
$ | - | | |
| 340 | | |
$ | 3 | | |
| 14,688,440,097 | | |
$ | 1,468,844 | | |
$ | 30,000 | | |
$ | 161,701,523 | | |
$ | (166,253,555 | ) | |
$ | (3,053,185 | ) |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For
the three months ended September 30, 2023 and 2022
| |
September 30, 2023 | | |
September 30, 2022 | |
| |
| | |
| |
OPERATING ACTIVITIES: | |
| | | |
| | |
Net income (loss) | |
$ | 1,224,822 | | |
$ | (59,456 | ) |
Adjustment to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
Net acquisition of FTT | |
| 25,000 | | |
| - | |
Derivative liability (gain) loss | |
| (1,920,292 | ) | |
| (332,630 | ) |
Depreciation | |
| 1,298 | | |
| 1,298 | |
Issuance of Series L Preferred Stock for consulting services | |
| 250,000 | | |
| - | |
Amortization of debt discounts | |
| 298,082 | | |
| 49,863 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accrued interest receivable | |
| - | | |
| (4,411 | ) |
Receivable other, net | |
| - | | |
| 1,000 | |
Accounts payable | |
| (21,234 | ) | |
| 15,876 | |
Accrued interest | |
| 27,098 | | |
| 7,614 | |
Accrued compensation | |
| 12,500 | | |
| - | |
Net cash (used) by operating activities | |
| (102,726 | ) | |
| (320,846 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES: | |
| | | |
| | |
Net cash provided (used) by investing activities | |
| - | | |
| - | |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Borrowings from loans payable, related parties | |
| 77,616 | | |
| - | |
Borrowings from convertible notes payable | |
| 20,000 | | |
| - | |
Net cash provided by financing activities | |
| 97,616 | | |
| - | |
| |
| | | |
| | |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| (5,110 | ) | |
| (320,846 | ) |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | |
| 18,300 | | |
| 324,494 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | |
$ | 13,190 | | |
$ | 3,648 | |
| |
| | | |
| | |
Supplemental Disclosures of Cash Flow Information: | |
| | | |
| | |
Taxes paid | |
$ | - | | |
$ | - | |
Interest paid | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Issuance of common stock for debt | |
$ | - | | |
$ | 210,833 | |
Accrual for contingent consideration of acquisition of Foxx Trott Tango, LLC | |
$ | 3,400,000 | | |
$ | - | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
A – ORGANIZATION
Overview
Global Technologies, Ltd. (hereinafter the “Company”,
“Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999
under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with
the State of Delaware to change the name of the corporation to Global Technologies, Ltd.
Our principal executive offices are located at 8 Campus
Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. The information contained on, or that can be
accessed through, our website is not a part of this Quarterly Report on Form 10-Q. We have included our website address in this Quarterly
Report solely as an inactive textual reference.
Current
Operations
Global Technologies, Ltd (“Global”) is
a company with a strong focus on entering new markets including the acquisition and redevelopment of distressed properties. The company
seeks to capitalize on underutilized or undervalued assets, creating opportunities for growth, and delivering exceptional value to shareholders.
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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.
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.
About Foxx
Trott Tango, LLC
Foxx
Trott Tango, LLC (“Foxx Trott”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trott was
acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trott is the owner of a commercial building in
Sylvester, GA. The Company intends on utilizing Foxx Trott for the purchase of additional parcels of real estate. Please see NOTE
D – ACQUISITION OF FOXX TROTT TANGO, LLC for further information.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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, 2023 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, 2023 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, 2023 as filed with the Securities and
Exchange Commission on December 29, 2023. 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, 2023, 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, 2023 filed with the Securities and Exchange Commission
on December 19, 2023.
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company
balances and transactions have been eliminated in consolidation.
As of September 30, 2023,
Global Technologies had six wholly owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911
Help Now, LLC (“911”), Markets on Main, LLC (“MOM”), Tersus Power, Inc. (“Tersus”) and Foxx Trott Tango,
LLC (“Foxx Trott”). As of September 30, 2023, the Company had a minority investment in one entity, Global Clean Solutions,
LLC.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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 $13,190 of cash
and cash equivalents at September 30, 2023 of which none was held in foreign bank accounts and $0 was not covered by FDIC insurance limits
as of September 30, 2023.
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, 2023 and June 30, 2023, an allowance for doubtful accounts was not considered necessary as all accounts
receivable were deemed collectible.
Accounts
receivable – related party and allowance for doubtful accounts
Accounts
receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful
accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances
when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances,
the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness
and current economic trends. Accounts are written off after exhaustive efforts at collection.
Concentrations
of Risks
Concentration
of Revenues – For the three months ended September 30, 2023 and 2022, the Company generated $0
revenue. All of the Company’s revenue was derived from consulting services during the year ended June 30, 2023.
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.
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, 2023, we had no uncertain tax
positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We
currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we
have not incurred any interest or tax penalties.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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 H - 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.
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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, 2023 and 2022, the Company excluded
29,100,000,000 and 16,800,000,000, respectively, shares relating to convertible notes payable to third parties and shares issuable
upon conversion of the Company’s Series L Preferred stock.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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
FOXX TROTT TANGO, LLC for further information.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
D – ACQUISITION OF FOXX TROTT TANGO, LLC
On
July 25, 2023, the Company acquired 100%
ownership of Foxx Trott Tango, LLC (“Foxx Trott”). 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 July 25, 2023 has been excluded from the accompanying consolidated financial statements. The
Company acquired a 100%
interest in exchange for Convertible Promissory Notes in the amount of $3,100,000
and the potential issuance of 680
shares of Series L Preferred Stock of the Company.
The
following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trott.
SCHEDULE
OF PURCHASE PRICE CONSIDERATION
| |
As of July 25, 2023 | |
| |
| |
Convertible promissory notes | |
$ | 3,100,000 | |
Contingent consideration (i) | |
| 3,400,000 | |
Total purchase price | |
$ | 6,500,000 | |
Earn-Out Lease Milestones. Seller
shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock (“Series L Preferred”) valued at up to
$3,400,000, based on the following earn-out lease milestones:
|
(i) |
; |
|
(ii) |
; |
|
(iii) |
; and |
|
(iv) |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred. |
Details
regarding the book values and fair values of the net assets acquired are as follows:
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED
| |
Book Value | | |
Fair Value | | |
Difference | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Cash | |
$ | 10,000 | | |
$ | 10,000 | | |
$ | - | |
Warehouse building | |
| 2,956,583 | | |
| 3,600,000 | | |
| 643,417 | |
Note payable-TK Management Services, LLC | |
| (1.500,000 | ) | |
| (1,500,000 | ) | |
| - | |
Note payable-TXC Services, LLC | |
| (1,600,000 | ) | |
| (1,600,000 | ) | |
| - | |
Net Total | |
$ | (133,417 | ) | |
$ | 510,000 | | |
$ | 643,417 | |
Acquisitions
Upon
acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate.
The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to
be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.
Fair
value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.
Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes
consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method,
forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the
value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such
as revenue growth rates, customer attrition rates, and royalty rates). Real properties are marked to fair value for valuation of the
total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information
available to the Company.
The
following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition:
SCHEDULE OF ASSETS ACQUIRED
|
|
As
of
July
25,
2023 |
|
|
|
|
|
Cash |
|
$ |
10,000 |
|
Warehouse
building (ii) |
|
|
3,600,000 |
|
Assets
acquired excluding goodwill |
|
|
3,610,000 |
|
Goodwill
(iii) |
|
|
2,890,000 |
|
Total
purchase price |
|
$ |
6,500,000 |
|
The
changes in the carrying amount of goodwill for the period from July 25, 2023 through September 30, 2023 were as follows:
SCHEDULE OF GOODWILL
| |
| |
Balance as of July 25, 2023 | |
$ | 2,890,000 | |
Additions and adjustments | |
| - | |
Balance as of September 30, 2023 | |
$ | 2,890,000 | |
NOTE
E - PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Property and Equipment | |
$ | 36,363 | | |
$ | 36,363 | |
Less: accumulated depreciation | |
| (19,909 | ) | |
| (18,611 | ) |
Total | |
$ | 16,454 | | |
$ | 17,752 | |
|
(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, 2023 and 2022 was $1,298 and $1,298, respectively. |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2023 and
2022
(Unaudited)
NOTE
F – NOTES PAYABLE, THIRD PARTIES
Notes
payable to third parties consist of:
SCHEDULE
OF NOTES PAYABLE TO THIRD PARTIES
| |
September 30,
2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Promissory Note, dated January 6, 2023 payable to TK Management Services, LLC (“TK Management”), interest
at 12%, due January 6, 2024, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (ii) | |
| 1,500,000 | | |
| - | |
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2023, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (iii) | |
| 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, 2023, with unamortized debt discount of $0 and $0 at September 30, 2023 and June 30, 2023, respectively (iv) | |
| 200,000 | | |
| 200,000 | |
Convertible Promissory Note dated May 31, 2023 payable to MainSpring,
LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023,
interest at 8%, due May 31, 2024 with unamortized debt discount of $0 and $0 at, June 30, 2023 and June 30, 2022, respectively
(v) | |
| 90,000 | | |
| 90,000 | |
Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8%, due July 18, 2024 with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (vi) | |
| 20,000 | | |
| - | |
Totals | |
$ | 3,510,000 | | |
$ | 390,000 | |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
F – NOTES PAYABLE, THIRD PARTIES (cont’d)
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE G – LOANS PAYABLE – RELATED PARTIES
The loans payable, related parties, at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF LOANS PAYABLE
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Foxx Trott Tango, LLC seller, due on demand, 0% interest | |
$ | 57,616 | | |
$ | - | |
Consultant, due on demand, 0% interest | |
| 22,250 | | |
| 2,250 | |
Total loans payable, related parties | |
$ | 79,866 | | |
$ | 2,250 | |
NOTE
H - DERIVATIVE LIABILITY
The
derivative liability at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF DERIVATIVE LIABILITY
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible Promissory Notes payable to TXC Services, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information | |
$ | 537,155 | | |
$ | - | |
Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD
PARTIES for further information | |
| 323,233 | | |
| 1,180,680 | |
Total derivative liability | |
$ | 860,388 | | |
$ | 1,180,680 | |
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, 2023, and June 30, 2023
using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at
September 30, 2023 were (1) stock price of $0.0002
per share, (2) conversion prices ranging from $0.0001
to $0.0002 per share, (3) terms of 6
months to 10 months, (4) expected volatility of 305.48%,
and (5) risk free interest rate of 5.53%.
Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2023 were (1) stock price of $0.0002
per share, (2) conversion price of $0.00005
per share, (3) term of 6
months, (4) expected volatility of 305.48%,
and (5) risk free interest rate of 5.47%.
The
following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability
measured at fair value using significant unobservable inputs (Level 3):
SCHEDULE
OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS
| |
Level 3 | |
| |
| |
Balance at June 30, 2023 | |
$ | 1,180,680 | |
Additions | |
| - | |
(Gain) Loss | |
| (320,292 | ) |
Change resulting from conversions and payoffs | |
| - | |
Balance at September 30, 2023 | |
$ | 860,388 | |
NOTE
I - 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company had 3 and 3 shares issued and outstanding, respectively.
Dividends.
Initially, there will be no dividends due or payable on the Series K Super Voting Preferred Stock. Any future terms with respect
to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such
future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause
to be filed.
Liquidation
and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the holders of Series K Super Voting Preferred
Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series K Super Voting Preferred Stock is entitled to receive
ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation
Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase
or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other
corporation or corporations, unless (a) the holders of the Series K Super Voting Preferred Stock receive securities of the surviving
Corporation having substantially similar rights as the Series K Super Voting Preferred Stock and the stockholders of the Corporation
immediately prior to such transaction are holders of at least a majority of the voting securities of the successor Corporation immediately
thereafter (the “Permitted Merger”), unless the holders of the shares of Series K Super Voting Preferred Stock elect otherwise
or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders
of Series K Super Voting Preferred Stock elect otherwise.
Conversion.
No conversion of the Series K Super Voting Preferred Stock is permitted.
Rank.
All shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value
$0.0001 per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created,
except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital
stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock
and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior
to the Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.
Voting
Rights.
A.
If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series
K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of:
i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares
of any and all Preferred stocks which are issued and outstanding at the time of voting.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - 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, 2023 and
June 30, 2023, the Company had 340 and 294 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.”
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
ii.
Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management,
Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock
to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following
formula:
For
retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding
liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept
5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company.
iii.
Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number
of shares of Common Stock equal to:
[5000]
divided
by:
[.50
times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice
of Conversion remitted to the Company by the Series L Preferred stockholder]
Common
Stock
Class
A and Class B:
Identical
Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation
dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
Stock
Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization,
or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common
Shares shall be proportionately subdivided or combined.
Liquidation
Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment
shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the
Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares,
if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation
available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes
of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which
the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall
be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this
paragraph.
Voting
Rights.
(a)
The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders,
with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided
by law.
(b)
The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.
Preemptive
or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
Conversion
Rights.
(a)
Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one
fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder
(as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding
such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal
Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder,
upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event
of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman,
Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder”
is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means
the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual.
(b)
Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one
fully paid and non-assessable Class A Share at any time.
(c)
Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically
into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates
therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer
agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted
pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion
as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is
within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such
conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with
addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for
delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation
to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in
such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer
agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or
certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder,
the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an
Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred
or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant
to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable
upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date,
and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case
without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c).
(d)
Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to
the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written
order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not
converted.
(e)
Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not
be reissued.
(f)
Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class
A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient
to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall,
when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue.
The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation
of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may
be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class
A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares
then authorized by the Amended and Restated Certificate of Incorporation, as amended.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
At
September 30, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company has 14,688,440,097 and 14,488,440,097 shares issued and outstanding,
respectively. At September 30, 2023 and June 30, 2023, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common
Stock, respectively. At September 30, 2023 and June 30, 2023, 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, 2023 and year ended June 30, 2023, the Company issued and/or sold the following unregistered securities:
Common
Stock:
Three
months ended September 30, 2023
On July 18, 2023, the Company
issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion of four (4) shares of
Series L Preferred Stock.
Year
ended June 30, 2023
On July 14,
2022, the Company issued 111,111,111 shares of 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.
Common Stock to be issued
at June 30, 2023
On May 19, 2023, Jetco Holdings, LLC submitted a
Notice of Conversion for three
(3) shares of Series L Preferred Stock in exchange for 300,000,000
shares of common stock. As of September 30, 2023, the 300,000,000
shares of common stock had not been issued.
Mezzanine Equity
As of September 30, 2023, the Company has common stock
to be issued upon conversion of the Company’s Series L Preferred Stock (“Series L Preferred”) in the amount of $2,899,448.
As of September 30, 2023, the Series L Preferred can be converted at $0.0002 per share, into 14,497,440,097 shares of common stock. As
of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires
preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable
(1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an
event that is not solely within the control of the issuer. Given that there is an unknown amount of preferred shares to be issued, cash
has been repaid and the preferred shares are convertible at the option of the holder, the Company determined that mezzanine treatment
appears appropriate. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued.
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2023 and
2022
(Unaudited)
NOTE I - CAPITAL STOCK (cont’d)
Preferred
Stock:
Three
months ended September 30, 2023
On August 23, 2023, the Company issued 50 shares of its Series L Preferred
Stock to a consultant as per the terms of its consulting agreement.
Year
ended June 30, 2023
On June 30, 2023, the Company issued 15 shares of
its Series L Preferred Stock in satisfaction of professional fees due to a consultant.
On June 30, 2023, the Company issued 6 shares of its
Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson, in satisfaction of related party debt.
Warrants
and Options:
None.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2021
(Unaudited)
NOTE
J - COMMITMENTS AND CONTINGENCIES
Occupancy
Our principal executive office is located at 8 Campus
Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151.
Employment and Director Agreements
On May 17, 2023, the Company entered into an Employment
Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms
of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the
end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either
party terminates the Agreement. The Agreement is effective as of May 17, 2023.
Foxx Trott Tango, LLC Acquisition
Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock
(“Series L Preferred”) valued at up to $3,400,000, based on the following earn-out lease milestones:
|
(i) |
; |
|
(ii) |
; |
|
(iii) |
; and |
|
(iv) |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred. |
None of the above milestones were met as of September 30, 2023.
NOTE
K - 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, 2023, we had an accumulated deficit
of $166,253,555. For the three months ended September 30, 2023, we had cash used from operating activities of $102,726. 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
L - 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:
On
December 28, 2023, Global Technologies, Ltd (the “Company”) entered into a Letter of Intent (the “LOI”) to acquire
GOe3, LLC (“GOe3”).
The
LOI sets forth the proposed terms and conditions pursuant to which the Company and GOe3 intend to effect a business combination, as a
result of which GOe3 will conduct business as a wholly-owned subsidiary of the Company (“Proposed Transaction”).
The
Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders
retaining 30% and GOe3 receiving 70% of the combined Company. The Company will designate a new preferred stock to issue to the GOe3 members
in exchange for the membership units.
At
Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors. Promptly
following the closing, the Company will adopt a plan to apply for an uplist to a national exchange or the NASDAQ.
The
Proposed Transaction has been approved by the Board of Directors of the Company and the Managing Members of GOe3 and is expected to close
in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the members of GOe3 will own
more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction. In addition, the
closing of the Proposed Transaction is subject to satisfaction of the following conditions: (i) satisfactory completion of due diligence
review by both parties, (ii) the negotiation, execution and delivery of definitive agreements, (iii) satisfactory completion of an audit
of GOe3’s financial statements, and (iv) approval by both the Company’s shareholders, limited partners of GOe3, as well as
other customary closing conditions.
Both
parties are restricted from engaging in discussions with other parties about an acquisition or similar transaction. Upon execution of
a definitive agreement, the Company will file a Current Report on form 8-K with more details regarding the Proposed Transaction, including
the capitalization of the Company upon the closing of the Proposed Transaction.
There
can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all.
On October 31, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to MainSpring,
LLC (the “Holder”)(together, the “Parties”) in the principal amount of $25,000 and the Parties entered into a
Securities Purchase Agreement (the “SPA”). The Convertible Note has a term of one (1) year, Maturity Date of October
13, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this Convertible Note which is not paid
when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by
law from the due date thereof until the same is paid (“Default Interest”). The Convertible Note is convertible, in whole
or in part, at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which
Principal Amount and interest (including any Default Interest) under this Convertible Note shall be convertible into shares of Common
Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in this Convertible Note.
Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and payable, and the Company shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued
interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”),
as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice,
all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other rights and remedies available
at law or in equity. The transaction closed on October 31, 2023.
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, 2023, 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”) was incorporated under the laws of the State of Delaware on January 20, 1999
under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with
the State of Delaware to change the name of the corporation to Global Technologies, Ltd.
Our principal executive office is located at 8 Campus
Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. The information contained on, or that can be
accessed through, our website is not a part of this Quarterly Report on Form 10-Q. We have included our website address in this Quarterly
Report solely as an inactive textual reference.
Current
Operations
Global Technologies, Ltd (“Global”) is
a company with a strong focus on entering new markets including the acquisition and redevelopment of distressed properties. The company
seeks to capitalize on underutilized or undervalued assets, creating opportunities for growth, and delivering exceptional value to shareholders.
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.
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.
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.
About Foxx Trott Tango, LLC
Foxx
Trott Tango, LLC (“Foxx Trott”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trott was
acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trott is the owner of a commercial building in
Sylvester, GA. The Company intends on utilizing Foxx Trott for the purchase of additional parcels of real estate. Please see NOTE
D – ACQUISITION OF FOXX TROTT TANGO, LLC for further information.
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, 2023.
Please
see our Annual Report on Form 10-K for the year ended June 30, 2023 filed on December 29, 2023, 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, 2023 Compared to Three Months Ended September 30, 2022
The
following table sets forth information comparing the components of net (loss) income for the three months ended September 30, 2023 and
2022:
| |
Three Months Ended September 30, | | |
Period over Period Change | |
| |
2023 | | |
2022 | | |
$ | | |
% | |
Revenues, net | |
$ | - | | |
$ | - | | |
$ | - | | |
| 0.00 | % |
Cost of revenues | |
| - | | |
| - | | |
| - | | |
| 0.00 | % |
Gross profit | |
| - | | |
| - | | |
| - | | |
| 0.00 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| 48,991 | | |
| 2,355 | | |
| 46,636 | | |
| 1,980.30 | % |
Other operating expenses | |
| 276,298 | | |
| 336,665 | | |
| (60,367 | ) | |
| -17.93 | % |
Total operating expenses | |
| 325,289 | | |
| 339,020 | | |
| (13,731 | ) | |
| -4.05 | % |
Operating loss | |
| (325,289 | ) | |
| (339,020 | ) | |
| (13,731 | ) | |
| -4.05 | % |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income: | |
| | | |
| | | |
| | | |
| | |
Gain (loss) on derivative liability | |
| 1,920,292 | | |
| 332,630 | | |
| 1,587,662 | | |
| 477.31 | % |
Amortization of debt discounts | |
| (298,082 | ) | |
| (49,863 | ) | |
| (248,219 | ) | |
| 497.80 | % |
Interest income | |
| - | | |
| 4,411 | | |
| (4,411 | ) | |
| -100.00 | % |
Interest expense | |
| (72,099 | ) | |
| (7,614 | ) | |
| (64,485 | ) | |
| 846.93 | % |
Total other income | |
| 1,550,111 | | |
| 279,564 | | |
| 1,270,547 | | |
| 454.47 | % |
Income (loss) before income taxes | |
| 1,224,822 | | |
| (59,456 | ) | |
| 1,284,278 | | |
| 2,160.05 | % |
Income tax expense | |
| - | | |
| - | | |
| - | | |
| - | |
Net income (loss) | |
| 1,224,822 | | |
| (59,456 | ) | |
| 1,284,278 | | |
| 2,160.05 | % |
Revenue
For
the three months ended September 30, 2023 and 2022, we generated revenue of $0 and $0, respectively.
Cost
of Revenues
For
the three months ended September 30, 2023 and 2022, cost of revenues was $0 and $0, respectively.
Gross
Profit
For
the three months ended September 30, 2023 and 2022, gross profit was $0 and $0, respectively.
Operating
Expenses
Selling,
general and administrative expenses were $48,991 and $2,355 for the three months ended September 30, 2023 and 2022, respectively, representing
an increase of $46,636, or 1,980.30%. The Company’s selling, general and administrative expenses increase is largely attributable to
executive compensation.
Other
Income (Expenses)
Other
income (expenses) were $1,550,111 and $279,564 for the three months ended September 30, 2023 and 2022, respectively, representing an
increase of $1,270,547, or 54.47%. The other income (expenses) for the three months ended September 30, 2023 included interest
expense of ($72,099) and amortization of debt discounts of ($298,082) offset by a gain on derivative liability of $1,920,292. The
increase in other income for the three months ended September 30, 2023 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, 2023 and September 30, 2022.
Net
Income (loss)
For
the three months ended September 30, 2023, net income was $1,224,822, as compared to a net loss of ($59,456) for three
months ended September 30, 2022, an increase of $1,284,278. The increase in net income for the three months ended September 30, 2023
was largely attributable to the Company’s gain on derivative liability.
Liquidity
and Capital Resources
The
following table summarizes the cash flows for the three months ended September 30, 2023 and 2022:
| |
2023 | | |
2022 | |
Cash Flows: | |
| | | |
| | |
| |
| | | |
| | |
Net cash (used in) operating activities | |
| (102,726 | ) | |
| (320,846 | ) |
Net cash provided by investing activities | |
| - | | |
| - | |
Net cash provided by financing activities | |
| 97,616 | | |
| - | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (5,110 | ) | |
| (320,846 | ) |
Cash at beginning of period | |
| 18,300 | | |
| 324,494 | |
| |
| | | |
| | |
Cash at end of period | |
$ | 13,190 | | |
$ | 3,648 | |
As
of September 30, 2023 and 2022, the Company had cash of $13,190 and $3,648, respectively.
We
had cash (used in) operating activities of ($102,726) for the three months ended September 30, 2023, compared to ($320,846) for the three
months ended September 30, 2022. The net cash used in operating activities for the three months ended September 30, 2023 consisted primarily of net
income of $1,224,822, issuance of Series L Preferred Stock in the amount of $250,000 and amortization of debt discounts in the amount
of $298,082 offset by a gain on derivative e liability in the amount of $1,920,292.
We
had cash provided by investing activities of $- and $- for the three months ended September 30, 2023 and 2022, respectively
We
had cash provided by financing activities of $97,616 and $- for the three months ended September 30, 2023 and 2022, respectively, of
which $77,616 was from borrowings from loans payable - related parties and borrowings from the issuance of a convertible note in the amount of $20,000 during the three months ended September 30, 2023.
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, 2023 had a material impact on our operations.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
required for smaller reporting companies.
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, 2023, 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, 2023
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.
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, 2023
On July 18, 2023, the Company
issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion of four (4) shares of
Series L Preferred Stock.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None
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 K Super Voting Preferred Stock filed with the State of Delaware (previously
filed with Amendment No. 1 to Form 10 on July 24, 2020) |
3.4 |
|
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) |
3.5 |
|
Amended
and Restated Bylaws of Global Technologies, Ltd (previously filed with Form 8-K on January 21, 2021) |
10.1 |
|
Senior
Secured Promissory Note between Tersus Power, Inc. and Global Technologies, Ltd (previously filed with Form 8-K on December 20, 2021) |
10.2 |
|
Convertible
Promissory Note between the Company and Sixth Street Lending, LLC. dated January 13, 2022 (previously filed with Form 8-K on January
21, 2022) |
10.3 |
|
Securities
Purchase Agreement between the Company and Sixth Street Lending, LLC dated January 13, 2022 (previously filed with Form 8-K on January
21, 2022) |
10.4 |
|
Exclusive
Distribution Agreement (previously filed with Form 8-K on January 24, 2022) |
10.5 |
|
Convertible
Promissory Note between the Company and Sixth Street Lending, LLC. dated February 4, 2022 (previously filed with Form 8-K on February
9, 2022) |
10.6 |
|
Securities
Purchase Agreement between the Company and Sixth Street Lending, LLC dated February 4, 2022 (previously filed with Form 8-K on February
9, 2022) |
10.7+ |
|
Employment
Agreement between the Company and Frederick Kalei Cutcher date May 17, 2023 (previously filed with Form 10-Q on May 23, 2023) |
10.8 |
|
Convertible
Note between the Company and Hillcrest Ridgewood Partners, LLC dated May 17, 2023 (previously filed with Form 10-Q on May 23, 2023) |
10.9 |
|
Convertible
Note between the Company and Hillcrest Ridgewood Partners, LLC dated May 31, 2023 (previously filed with Form 8-K on June 6, 2023) |
10.10 |
|
Securities
Purchase Agreement between the Company and Hillcrest Ridgewood Partners, LLC dated May 31, 2023 (previously filed with Form 8-K on
June 6, 2023) |
10.11 |
|
Membership
Interest Purchase Agreement between the Company and TXC Services, LLC dated June 9, 2023 (previously filed with Form 8-K on June
20, 2023) |
10.12 |
|
Convertible
Note between the Company and Hillcrest Ridgewood Partners, LLC dated July 18, 2023 (previously filed with Form 8-K on July 21, 2023) |
10.13 |
|
Securities
Purchase Agreement between the Company and Hillcrest Ridgewood Partners, LLC dated July 18, 2023 (previously filed with Form 8-K
on July 21, 2023) |
10.14 |
|
Amended
and Restated Membership Interest Purchase Agreement between the Company and TXC Services, LLC dated July 25, 2023 (previously filed
with Form 8-K on July 31, 2023) |
10.15 |
|
Assignment
of Membership Units between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.16 |
|
Secured
Promissory Note between Foxx Trot Tango, LLC and TK Management Services, LLC dated January 06, 2023 (previously filed with Form 8-K
on July 31, 2023) |
10.17 |
|
TK
Management Services, LLC Security Deed dated January 06, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.18 |
|
Guaranty
Agreement between the Company and TK Management Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.19 |
|
Secured
Convertible Note between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.20 |
|
Securities
Purchase Agreement between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.21 |
|
Security
Deed between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.22 |
|
Security
Agreement and Pledge of Membership interest between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with
Form 8-K on July 31, 2023) |
10.23 |
|
Third
Amended and Restated Limited Liability Company Agreement dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023) |
10.24 |
|
Consulting Agreement between the Company and Brain Bridge Advisors, LLC dated August 23, 2023 (previously filed with Form 10-K on December 29, 2023) |
10.25 |
|
Securities Purchase Agreement between the Company and Jetco Holdings, LLC dated November 17, 2023 (previously filed with Form 8-K on November 27, 2023) |
10.26 |
|
Form of Indemnification Agreement entered into between the Company and Fredrick Kutcher (previously filed with Form 10-K on December 29, 2023) |
10.27* |
|
Convertible Note between the Company and MainSpring, LLC dated October 31, 2023 |
10.28* |
|
Securities Purchase Agreement between the Company and MainSpring, LLC dated October 31, 2023 |
21.1 |
|
Articles of Formation Foxx Trott Tango, LLC (previously filed with Form 10-K on December 29, 2023) |
31.1* |
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Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
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Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
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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 |
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Corporate
logo- Global Technologies, Ltd |
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101* |
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Interactive
Data File |
101.INS |
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Inline
XBRL Instance Document |
101.SCH |
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Inline
XBRL Taxonomy Extension Schema Document |
101.CAL |
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Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
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Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
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Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
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Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
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Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed
herewith |
** |
Furnished
herewith (not filed). |
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.
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GLOBAL TECHNOLOGIES, LTD |
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By: |
/s/ Fredrick Kalei Cutcher |
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Fredrick Kalei Cutcher |
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President |
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Date: |
January
9, 2024 |
Exhibit
10.27
NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.
Original
Issue Date: October 31, 2023
Principal
Amount: $25,000.00
CONVERTIBLE
NOTE DUE
October
31, 2024
THIS
CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Global Technologies, Ltd, a Delaware corporation,
(the “Borrower”), due October 31, 2024 (this note, the “Note” and, collectively with the other
notes of such series, the “Notes”).
FOR
VALUE RECEIVED, Borrower promises to pay to MainSpring , LLC, or its registered assigns (the “Holder”), with an address
at: 1910 Thomas Avenue, Cheyenne, Wyoming 82001, or shall have paid pursuant to the terms hereunder, the principal sum of Twenty Five
Thousand Dollars ($25,000.00), plus accrued but unpaid interest thereon, on October 31, 2024 (the “Maturity Date”)
or such earlier date as this Note is required or permitted to be repaid or such later date if extended by the Holder as provided hereunder,
and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance
with the provisions hereof.
This
Note is subject to the following additional provisions:
Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms
not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following
meanings:
“Alternate
Consideration” shall have the meaning set forth in Section 5(a).
“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding under
any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary thereof is adjudicated
insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) Borrower or any Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or
stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof makes a general assignment for the benefit
of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment
or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent
to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the
foregoing.
“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are required by law or other governmental action to close.
“Buy-In”
shall have the meaning set forth in Section 4(c)(v).
“Change
of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued together
with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal
or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting securities of Borrower,
(b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates with Borrower and, after giving
effect to such transaction, the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting
power of Borrower or the successor entity of such transaction, (c) Borrower sells or transfers all or substantially all of its assets
to another Person and the stockholders of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power
of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half
of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors
on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination
to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or
(e) the execution by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set
forth in clauses (a) through (d) above.
“Conversion”
shall have the meaning ascribed to such term in Section 4.
“Conversion
Date” shall have the meaning set forth in Section 4(a).
“Conversion
Price” shall have the meaning set forth in Section 4(b).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof.
“Event
of Default” shall have the meaning set forth in Section 7(a).
“Fundamental
Transaction” shall have the meaning set forth in Section 5(a).
“Default
Amount” means 150% of the outstanding principal amount of this Note, plus, all other amounts, costs, expenses and liquidated
damages due in respect of this Note.
“Delaware
Courts” shall have the meaning set forth in Section 9(c).
“Note
Register” shall have the meaning set forth in Section 3(c).
“Notice
of Conversion” shall have the meaning set forth in Section 4(a).
“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Notes.
“Other
Holder” means a holder, if any of one or more Other Notes (collectively, “Other Holders”).
“Other
Notes” means Notes, if any, nearly identical to this Note issued to other Holders if any pursuant to the Purchase Agreement.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of October 31, 2023 among Borrower and the original Holders, as
amended, modified or supplemented from time to time in accordance with its terms.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).
“Successor
Entity” shall have the meaning set forth in Section 5(a).
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange,
the OTC Bulletin Board, OTCQB, OTC Pink or the OTCQX (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if
the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported
on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar
organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities
then outstanding and reasonably acceptable to Borrower, the fees and expenses of which shall be paid by Borrower.
Section
2. Interest and Repayment.
a) Interest,
Default Interest and Principal Payments. Holders shall be entitled to receive, and Borrower shall pay, simple interest on the outstanding
principal amount of this Note at the annual rate of eight percent (8%) (as subject to increase as set forth in this Note) from the Original
Issue Date through the Maturity Date. Principal and interest shall be due and payable on the Maturity Date. Any Principal Amount or interest
on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii)
the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
b) Payment
Grace Period. Except as set forth herein, the Borrower shall not have any grace period to pay any monetary amounts due under this
Note.
c) Conversion
Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date hereof and
until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full on the Maturity
Date, unless previously converted into Common Stock in accordance with Section 4 hereof.
d) Application
of Payments. Interest on this Note shall be calculated on the basis of a 365 or 366-day year as the case may be and the actual number
of days elapsed. Payments made in connection with this Note shall be applied first to amounts due hereunder other than principal and
interest, thereafter to interest and finally to principal.
e) Pari
Passu. All payments made on this Note and the Other Notes and all actions taken by the Borrower with respect to this Note and the
Other Notes, including but not limited to Optional Redemption, shall be made and taken pari passu with respect to this Note and
the Other Notes. Notwithstanding anything to the contrary contained herein or in the Transaction Documents, it shall not be considered
non-pari passu for a Holder or Other Holder to elect to receive interest paid in shares of Common Stock or for the Borrower to actually
pay interest in shares of Common Stock to such electing Holder or Other Holder, nor for a Holder of a Note or Other Note to accept a
prepayment provided a prepayment offer was made to the Holder and holders of Other Notes on a pari passu basis.
f) Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable at the
Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without set-off,
deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment pursuant to
the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be prepaid or
mandatorily converted without the consent of the Holder.
Section
3. Registration of Transfers and Exchanges.
a) Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
b) Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the
Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state
securities laws and regulations.
c) Reliance
on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower may treat the
Person in whose name this Note is duly registered on the register maintained of Holders of the Notes and Other Notes (the “Note
Register”) as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not
this Note is overdue, and neither Borrower nor any such agent shall be affected by notice to the contrary.
Section
4. Conversion.
a) Voluntary
Conversion. At any time after the Closing Date, until this Note is no longer outstanding, this Note shall be convertible, in whole
or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations
set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of
which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount
of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion shall
be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the
Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so
converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount
equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted and the
date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of
such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this
Note may be less than the amount stated on the face hereof.
b) Conversion
Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall
be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment
as provided in this Note. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value
of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion
and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal”
means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable
upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted
by the Holder to the par value price. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend,
stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases
the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any
shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,
right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock.
c) Mechanics
of Conversion.
i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus interest, if any,
elected by the Holder to be converted by (y) the Conversion Price. Upon every Conversion, the Company shall deliver an additional $2,500
worth of shares (as calculated by the Conversion Price in effect on the Conversion Notice being honored) to cover the Holder’s
expenses and deposit fees associated with each Notice of Conversion.
ii. Delivery
of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”),
Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which,
on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive
legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion
Shares being acquired upon the conversion of this Note. On or after the earlier of (i) the six-month anniversary of the Original Issue
Date or (ii) the Effective Date, Borrower shall in lieu of delivering physical certificates representing the Conversion Shares, upon
request of the Holder, so long as the certificates therefor do not bear a legend and the Holder is not obligated to return such certificate
for the placement of a legend thereon, the Borrower shall cause its transfer agent to electronically transmit the Conversion Shares by
crediting the account of Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system,
provided that the Borrower’s Common Stock is DTC eligible and the Borrower’s transfer agent participates in the Deposit Withdrawal
at Custodian system. Such delivery must be made on or before the Legend Removal Date.
iii. Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as
directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to Borrower at
any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event Borrower shall promptly
return to the Holder any original Note delivered to Borrower and the Holder shall promptly return to Borrower the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.
iv. Obligation
Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with
the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of
any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion
Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may
have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof,
Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged
in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or
enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit
of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable
to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable,
cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as
a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th)
Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates
are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare
an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified
herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking
to enforce damages pursuant to any other Section hereof or under applicable law.
v. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if
Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section
4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction
or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition to any other remedies available
to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions)
for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled
to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase
obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this
Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded)
or deliver to the Holder the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery
requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including
any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding
sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.
vi. Reservation
of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided, free from preemptive
rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less
than three times such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase
Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding
principal amount of this Note and interest which has accrued and would accrue on such principal amount, assuming such principal amount
was not converted through three years after the Original Issue Date. Borrower covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
vii. Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any
fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower shall at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round
up to the next whole share.
viii. Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in
the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and
Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof
shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower that such tax has been paid.
Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.
d) Holder’s
Conversion Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the right to convert any
portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the
Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s
Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares
of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially
owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities
of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation,
any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination
of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal
amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall
be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the
Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership
Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to Borrower each time it delivers a Notice
of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Borrower shall have no
obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (i) Borrower’s most recent periodic or annual
report filed with the Commission, as the case may be, (ii) a more recent public announcement by Borrower, or (iii) a more recent written
notice by Borrower or Borrower’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates since the date as of which
such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder,
upon not less than 61 days’ prior notice to Borrower, may increase the Beneficial Ownership Limitation provisions of this Section
4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial
Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be effective until the 61st
day after such notice is delivered to Borrower. The Beneficial Ownership Limitation provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make
changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Note.
Section
5. Certain Adjustments.
a) Stock
Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Notes), (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares
of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any
shares of capital stock of Borrower, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding any treasury shares of Borrower) outstanding immediately before such event, and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time Borrower grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend whether or not permitted,
or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
d) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more related transactions
effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of
related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by Borrower or another Person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) Borrower, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
(v) Borrower, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person
whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon
any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable
upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section
4(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of Borrower,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as
a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor entity in a Fundamental
Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of Borrower under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions
of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the
Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations
on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price
being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the other
Transaction Documents with the same effect as if such Successor Entity had been named as Borrower herein.
e) Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.
f) Notice
to the Holder.
i. Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower shall promptly
deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.
ii. Notice
to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification of
the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the assets
of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) Borrower
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in each case, Borrower
shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered
to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing
on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.
Section
6. Negative Covenants. As long as any principal amount of this Note remains outstanding, Borrower shall not, and shall
not permit any of the Subsidiaries to, directly or indirectly:
a) enter into any transaction pursuant to Section 3(a)(10) of the Securities Act;
b) amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and
adversely affects any rights of the Holder, provided, however, that Borrower may amend its articles of incorporation to increase the
number of common shares authorized provided all such additional shares of common stock are reserved solely for issuance to the Holders,
or to create a class or series of preferred stock so long as the class or series has no conversion or dividend rights, or any liquidation
preference;
c) repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents;
d) declare
or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock, preferred
stock, or any other equity security by way of return of capital or otherwise including, without limitation, any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction;
d) enter
into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
Borrower (even if less than a quorum otherwise required for board approval); or
e) enter
into any agreement with respect to any of the foregoing.
Section
7. Events of Default.
a) “Event of Default” means, wherever used herein, any of the following events
(whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
i. any
default in the payment of (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts owing to a Holder
on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of a default under clause (B) above, is not cured within 3 Trading Days after Borrower
has become or should have become aware of such default;
ii. Borrower
shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by Borrower of its obligations
to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which failure is not
cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after written notice of such failure sent by the
Holder or by any Other Holder to Borrower and (B) ten (10) Trading Days after Borrower has become or should have become aware of such
failure;
iii. a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall
occur under (A) any of the Transaction Documents other than the Notes, including but not limited to failure to strictly comply with the
provisions of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which Borrower or any
Subsidiary is obligated (and not covered by clause (vi) below), which, in the case of subsection (B), would reasonably be expected to
have a Material Adverse Effect;
iv. any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any
other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or incorrect in
any material respect as of the date when made or deemed made;
v. Borrower
or any Subsidiary shall be subject to a Bankruptcy Event;
vi. Borrower
or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000,
whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and payable;
vii. Borrower
shall be a party to any Change of Control Transaction or Fundamental Transaction;
viii. Borrower
shall fail for any reason to deliver certificates to a Holder prior to the fifth (5th) Trading Day after a Conversion Date
pursuant to Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of Borrower’s
intention to not honor requests for conversions of any Notes in accordance with the terms hereof;
ix. any
monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of 90 calendar days;
x. any
dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business not assumed by
the Borrower or another Subsidiary;
xi. cessation
of material operations by Borrower or by a material Subsidiary if the operations are not assumed by the Borrower or another Subsidiary;
xii. an
event resulting in the Common Stock no longer being listed or quoted on a Trading Market, or notification from a Trading Market that
the Borrower is not in compliance with the conditions for such continued quotation on at least one Trading Market and such non-compliance
continues for twenty (20) days following such notification;
xiii. a
Commission or judicial stop trade order or suspension from the Borrower’s Principal Trading Market;
xiv. the
Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the Holder;
xv. a
failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms of this
Note or any other Transaction Document;
xvi. a
default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder
are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties which is
not cured after any required notice and/or cure period or waived;
xvii. the
occurrence of an Event of Default under any Other Note;
xviii. any
material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease
to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested by Borrower,
or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or Holder, seeking to
establish the invalidity or unenforceability thereof, or Borrower shall deny in writing that it has any liability or obligation purported
to be created under any Transaction Document;
xix. Borrower
does not meet the current public information requirements under Rule 144; or
xx. the
Conversion Price falls below the par value of the common stock subject to cure as set forth above.
In
the event more than one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice period
shall be applicable thereto.
b) Remedies
Upon Event of Default, Fundamental Transaction and Change of Control Transaction. Upon the occurrence of any Event of Default specified
in this Article III, this Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest)
through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including,
without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly
waived by the Borrower. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.
Section
8. Prepayment. The Borrower shall not have the option to prepay this Note after 180th day after the Issue Date
(“Cutoff Date”). Prior to the Cutoff Date, the Borrower shall have the right, exercisable on not less five (5) Trading Days
prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment
to the Holder of an amount in cash equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus
(x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any. Any notice of prepayment
hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and
shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more
than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment
Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by
the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. Prior to the Option Prepayment
Date, the Holder may convert all or a portion of this Note in accordance with its terms.
Section
9. Miscellaneous.
a)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
(i) if to Borrower, to: Global Technologies, Ltd, 8 Campus Dr., Suite 105, Parsippany, NJ 07054 Attn: Fredrick Kalei Cutcher, email:
info@globaltechnologiesltd.info, and (ii) if to the Holder, to: the address, email address and fax number indicated on the front
page of this Note.
b) Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower, which
is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower. This Note ranks pari
passu with all other Notes now or hereafter issued under the terms set forth herein.
c) Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a
new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.
d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.
Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting in the City of Dover, County of Kent (the “Delaware
Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions
contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding. This Note shall be deemed an unconditional
obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower
by summary proceeding pursuant to Delaware Civil Procedure Law and Rules or any similar rule or statute in the jurisdiction where enforcement
is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower
delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations
to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed
apart from this Note.
e) Waiver.
Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by Borrower
or the Holder must be in writing.
f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
g) Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable
law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive Borrower
from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Note, and Borrower (to the extent it may lawfully do
so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.
h) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.
i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.
j) Amendment.
Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without the written
consent of Borrower and the Holder.
k) Facsimile
Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic signature or
other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force and effect
as if such signature page were an original thereof.
*********************
(Signature
Pages Follow)
IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the Date written above.
|
GLOBAL
TECHNOLOGIES, LTD |
|
|
|
|
By: |
|
|
Name:
|
Fredrick
Kalei Cutcher |
|
Title:
|
Chief
Executive Officer |
ANNEX
A
NOTICE
OF CONVERSION
The
undersigned hereby elects to convert principal under the Convertible Note due October 31, 2024 of Global Technologies, Ltd, a
Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of Borrower
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion,
except for such transfer taxes, if any.
By
the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock
does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.
The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock.
Conversion
calculations:
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Date to Effect
Conversion: ____________________________ |
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Principal Amount of Note to be Converted: $__________________ |
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Additional Interest to be Converted: $_______________ |
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Number of shares of Common Stock to be issued: ______________ |
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Signature: _________________________________________ |
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Name: ____________________________________________ |
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Address for Delivery of
Common Stock Certificates: _____________ |
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_____________________________________________________
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_____________________________________________________ |
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Or |
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DWAC Instructions: _________________________________ |
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Broker No:_____________ |
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Account No: _______________ |
Exhibit
10.28
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2023, by and between GLOBAL TECHNOLOGIES,
LTD., a Delaware corporation, with its address at 8 Campus Dr., Suite 105, Parsippany, NJ 07054 (the “Company”), and
MAINSPRING, LLC a Wyoming limited liability company, with its address at 1910 Thomas Avenue Cheyenne, Wyoming 82001 (the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”); and
B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a convertible
note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $25,000.00 (together with any note(s)
issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”),
convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.
NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of Note.
a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages
hereto.
b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount
equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company
shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.
c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon,
Eastern Standard Time on or about October 31, 2023, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale
or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.
d.
Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.
e.
Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933
Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially
the following form:
“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)
THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”
The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to
the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be
accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2
of the Note.
f.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:
a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which
the Company owns, directly or indirectly, any equity or other ownership interest.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors
and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true
and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
c.
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 14,991,000,000
authorized shares of Common Stock, $0.0001 par value per share, of which 14,688,440,097
shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized,
validly issued, fully paid and non-assessable.
d.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company
and will not impose personal liability upon the holder thereof.
e.
No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the
Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws,
or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or
lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or
any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and
shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental
entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition
or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements
or instruments to be entered into in connection herewith.
f.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents,
except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the
SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents
is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.
g.
Absence of Certain Changes. Since June 8, 2020, except as set forth in the SEC Documents, there has been no material adverse change
and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.
h.
Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in
their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.
i.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.
j.
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.
k.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.
l.
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set
forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of default under Section 3.4 of the Note.
4.
COVENANTS.
a.
Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.
b.
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing
of the transactions contemplated by this Agreement.
c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.
d.
Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to
reimburse Buyer’ expenses shall be $0.00 for Buyer’s legal fees and due diligence fee.
e.
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.
f.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.
g.
Failure to Comply with the 1934 Act/Negative Designation Removal. So long as the Note is outstanding, the Company shall comply
with the 1934 Act; the Company shall continue to be subject to the reporting requirements of the 1934 Act; and, if OTC Markets designates
the Company as “Caveat Emptor” or “Shell Risk” (collectively, “Negative Designation”), the Company
shall immediately cause OTC Markets to remove such designation. Any Negative Designation shall in any case be removed from OTC Markets
within five (5) days or such failure shall be an Event of Default pursuant to the Note.
h.
Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the
Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with
respect to the common stock of the Company.
i.
The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted
as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted
any other professional market activities such as providing investment advice, extending credit and lending securities in connection;
and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.
5.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered
in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the
Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).
In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such
replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the
Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933
Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear
the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities
shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the
Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or
issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or
otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs
its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of
or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s
transfer agent, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable
transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the
Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more
certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the
transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under
this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section,
that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the
Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
a.
The Buyer shall have executed this Agreement and delivered the same to the Company.
b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.
c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing
is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are
for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
a.
The Company shall have executed this Agreement and delivered the same to the Buyer.
b.
The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance
with Section 1(b) above.
c.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.
d.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received
a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect
to the Board of Directors’ resolutions relating to the transactions contemplated hereby.
e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.
8.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the Circuit Court of Kent County, Delaware. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based
on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall
be entitled to recover from the Company its reasonable attorney’s fees and costs incurred in connection with or related to any
Event of Default by the Company, as defined in Article III of the Note. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document
or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.
b.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party.
c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be
as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to _________________________.
Each party shall provide notice to the other party of any change in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without
the consent of the Company.
h.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
i.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
j.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
k.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
GLOBAL TECHNOLOGIES, LTD. |
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By: |
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Fredrick Cutcher |
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President |
|
|
|
|
MAINSPRING, LLC |
|
|
|
|
By: |
|
|
|
Brian McFadden |
|
|
Authorized Signor |
|
AGGREGATE SUBSCRIPTION AMOUNT: |
|
|
|
Aggregate Principal Amount of Note: |
$25,000.00 |
|
|
Aggregate Purchase Price: |
$25,000.00 |
Exhibit
31.1
CERTIFICATIONS
I,
Fredrick Kalei Cutcher, certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q for the three months ended September
30, 2023 of Global Technologies, Ltd; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
January 9, 2024 |
|
|
|
/s/
Fredrick Kalei Cutcher |
|
Fredrick Kalei Cutcher |
|
President |
|
Exhibit
31.2
Certification
of Principal Financial Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a)
under
the Securities Exchange Act of 1934
I,
Fredrick Kalei Cutcher, Principal Financial Officer of Global Technologies, Ltd certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q for the three months ended September
30, 2023 of Global Technologies, Ltd; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
d) |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b) |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
January 9, 2024 |
|
|
|
By: |
/s/
Fredrick Kalei Cutcher |
|
|
Fredrick Kalei Cutcher |
|
|
Principal
Financial Officer |
|
Exhibit
32.1
CERTIFICATION
PURSUANT
TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Global Technologies, Ltd (the “Company”) on Form 10-Q for the period ended September
30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned
officers of the Company, hereby certify, in their capacity as an executive officer of the Company, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Dated:
January 9, 2024 |
/s/
Fredrick Kalei Cutcher |
|
Fredrick Kalei Cutcher |
|
President
(Principal Executive Officer) |
v3.23.4
Cover - shares
|
3 Months Ended |
|
Sep. 30, 2023 |
Jan. 08, 2024 |
Cover [Abstract] |
|
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Document Type |
10-Q
|
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Amendment Flag |
false
|
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Document Quarterly Report |
true
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false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q1
|
|
Document Fiscal Year Focus |
2024
|
|
Current Fiscal Year End Date |
--06-30
|
|
Entity File Number |
000-25668
|
|
Entity Registrant Name |
GLOBAL TECHNOLOGIES, LTD
|
|
Entity Central Index Key |
0000932021
|
|
Entity Tax Identification Number |
86-0970492
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
8
Campus Drive Suite 105
|
|
Entity Address, City or Town |
Parsippany
|
|
Entity Address, State or Province |
NJ
|
|
Entity Address, Postal Zip Code |
07054
|
|
City Area Code |
(973)
|
|
Local Phone Number |
233-5151
|
|
Title of 12(b) Security |
Common
Stock
|
|
Trading Symbol |
GTLL
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
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Entity Filer Category |
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|
|
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true
|
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v3.23.4
Condensed Consolidated Balance Sheets - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
CURRENT ASSETS |
|
|
Cash and cash equivalents |
$ 13,190
|
$ 18,300
|
Total current assets |
13,190
|
18,300
|
Property and equipment, less accumulated depreciation of $19,909 and $18,611 |
16,454
|
17,752
|
Warehouse building |
3,600,000
|
15,000
|
Goodwill |
2,890,000
|
|
Total other assets |
6,506,454
|
32,752
|
TOTAL ASSETS |
6,519,644
|
51,052
|
CURRENT LIABILITIES |
|
|
Accounts payable |
10,423
|
31,657
|
Accrued interest |
102,082
|
74,984
|
Accrued executive compensation |
12,500
|
|
Notes payable-third parties |
3,510,000
|
390,000
|
Debt discount |
(1,301,918)
|
|
Loans payable, related party |
79,866
|
2,250
|
Contingent consideration |
3,400,000
|
|
Derivative liability |
860,388
|
1,180,680
|
Total current liabilities |
6,673,341
|
1,679,571
|
TOTAL LIABILITIES |
6,673,341
|
1,679,571
|
Commitments and contingencies |
|
|
Mezzanine Equity: |
|
|
Common stock to be issued upon conversion of Series L Preferred Stock |
2,899,488
|
2,899,488
|
Total mezzanine equity |
2,899,488
|
2,899,488
|
STOCKHOLDERS’ DEFICIENCY |
|
|
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of September 30, 2023 and June 30, 2023, there are 14,688,440,097 and 14,488,440,097 shares issued and outstanding, respectively |
1,468,844
|
1,448,844
|
Additional paid- in capital Class A common stock |
159,999,238
|
159,999,238
|
Additional paid- in capital preferred stock |
1,702,285
|
1,472,285
|
Common stock to be issued |
30,000
|
30,000
|
Accumulated deficit |
(166,253,555)
|
(167,478,377)
|
Total stockholders’ deficiency |
(3,053,185)
|
(4,528,007)
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
6,519,644
|
51,052
|
Series K Preferred Stock [Member] |
|
|
STOCKHOLDERS’ DEFICIENCY |
|
|
Preferred stock value |
|
|
Series L Preferred Stock [Member] |
|
|
STOCKHOLDERS’ DEFICIENCY |
|
|
Preferred stock value |
$ 3
|
$ 3
|
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v3.23.4
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Property and equipment, accumulated depreciation |
$ 19,909
|
$ 18,611
|
Preferred stock shares, authorized |
5,000,000
|
5,000,000
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
Common stock, shares authorized |
14,991,000,000
|
14,991,000,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares issued |
14,688,440,097
|
14,488,440,097
|
Common stock, shares outstanding |
14,688,440,097
|
14,488,440,097
|
Series K Preferred Stock [Member] |
|
|
Preferred stock shares, authorized |
3
|
3
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
Preferred stock, shares outstanding |
3
|
3
|
Series L Preferred Stock [Member] |
|
|
Preferred stock shares, authorized |
500,000
|
500,000
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
Preferred stock, shares outstanding |
340
|
294
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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v3.23.4
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Revenue earned: |
|
|
Revenue |
|
|
Cost of goods sold |
|
|
Gross profit |
|
|
Operating Expenses |
|
|
Officer and director compensation, including stock-based compensation of $0 and $10,000, respectively |
25,000
|
314,467
|
Depreciation expense |
1,298
|
1,298
|
Consulting services-stock-based |
250,000
|
|
Professional services |
|
20,900
|
Selling, general and administrative |
48,991
|
2,355
|
Total operating expenses |
325,289
|
339,020
|
Loss from operations |
(325,289)
|
(339,020)
|
Other income (expenses) |
|
|
Gain (expense) on derivative liability |
1,920,292
|
332,630
|
Interest income |
|
4,411
|
Interest expense |
(72,099)
|
(7,614)
|
Amortization of debt discounts |
(298,082)
|
(49,863)
|
Total other income |
1,550,111
|
279,564
|
Income (loss) before provision for income taxes |
1,224,822
|
(59,456)
|
Provision for income taxes |
|
|
Net income (loss) |
$ 1,224,822
|
$ (59,456)
|
Loss per common share, Basic |
$ 0.00
|
$ (0.00)
|
Loss per common share, Diluted |
$ 0.00
|
$ (0.00)
|
Weighted average common shares outstanding, Basic |
14,539,553,430
|
14,278,428,060
|
Weighted average common shares outstanding, Diluted |
14,539,553,430
|
14,278,428,060
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
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v3.23.4
Condensed Consolidated Statements of Stockholders (Deficiency) (Unaudited) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Balance |
$ (4,528,007)
|
$ (947,748)
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
251,098
|
Net income (loss) |
1,224,822
|
(59,456)
|
Balance |
(3,053,185)
|
(756,106)
|
Issuance of common stock for conversion of Series L preferred Stock |
|
|
Issuance of Series L preferred stock for compensation |
250,000
|
|
Common Stock [Member] |
|
|
Balance |
$ 1,448,844
|
$ 1,378,566
|
Balance, shares |
14,488,440,097
|
13,785,662,319
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
$ 70,278
|
Issuance of common stock to noteholders in satisfaction of principal and interest, shares |
|
702,777,778
|
Net income (loss) |
|
|
Balance |
$ 1,468,844
|
$ 1,448,844
|
Balance, shares |
14,688,440,097
|
14,488,440,097
|
Issuance of common stock for conversion of Series L preferred Stock |
$ 20,000
|
|
Issuance of common stock for conversion of Series L preferred Stock, shares |
200,000,000
|
|
Issuance of Series L preferred stock for compensation |
|
|
Common Stock To Be Issued [Member] |
|
|
Balance |
30,000
|
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
|
Net income (loss) |
|
|
Balance |
30,000
|
|
Issuance of common stock for conversion of Series L preferred Stock |
|
|
Issuance of Series L preferred stock for compensation |
|
|
Additional Paid-in Capital [Member] |
|
|
Balance |
161,471,523
|
164,118,020
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
180,820
|
Net income (loss) |
|
|
Balance |
161,701,523
|
164,298,840
|
Issuance of common stock for conversion of Series L preferred Stock |
(20,000)
|
|
Issuance of Series L preferred stock for compensation |
250,000
|
|
Retained Earnings [Member] |
|
|
Balance |
(167,478,377)
|
(166,444,337)
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
|
Net income (loss) |
1,224,822
|
(59,456)
|
Balance |
(166,253,555)
|
(166,503,793)
|
Issuance of common stock for conversion of Series L preferred Stock |
|
|
Issuance of Series L preferred stock for compensation |
|
|
Series K Preferred Stock [Member] | Preferred Stock [Member] |
|
|
Balance |
|
|
Balance, shares |
3
|
3
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
|
Net income (loss) |
|
|
Balance |
|
|
Balance, shares |
3
|
3
|
Issuance of common stock for conversion of Series L preferred Stock |
|
|
Issuance of Series L preferred stock for compensation |
|
|
Series L Preferred Stock [Member] | Preferred Stock [Member] |
|
|
Balance |
$ 3
|
$ 3
|
Balance, shares |
294
|
276
|
Issuance of common stock to noteholders in satisfaction of principal and interest |
|
|
Net income (loss) |
|
|
Balance |
$ 3
|
$ 3
|
Balance, shares |
340
|
276
|
Issuance of common stock for conversion of Series L preferred Stock |
|
|
Issuance of common stock for conversion of Series L preferred Stock, shares |
(4)
|
|
Issuance of Series L preferred stock for compensation |
|
|
Issuance of Series L preferred stock for compensation, shares |
50
|
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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v3.23.4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
OPERATING ACTIVITIES: |
|
|
Net income (loss) |
$ 1,224,822
|
$ (59,456)
|
Adjustment to reconcile net loss to net cash provided by operating activities: |
|
|
Net acquisition of FTT |
25,000
|
|
Derivative liability (gain) loss |
(1,920,292)
|
(332,630)
|
Depreciation |
1,298
|
1,298
|
Issuance of Series L Preferred Stock for consulting services |
250,000
|
|
Amortization of debt discounts |
298,082
|
49,863
|
Changes in operating assets and liabilities: |
|
|
Accrued interest receivable |
|
(4,411)
|
Receivable other, net |
|
1,000
|
Accounts payable |
(21,234)
|
15,876
|
Accrued interest |
27,098
|
7,614
|
Accrued compensation |
12,500
|
|
Net cash (used) by operating activities |
(102,726)
|
(320,846)
|
INVESTING ACTIVITIES: |
|
|
Net cash provided (used) by investing activities |
|
|
FINANCING ACTIVITIES: |
|
|
Borrowings from loans payable, related parties |
77,616
|
|
Borrowings from convertible notes payable |
20,000
|
|
Net cash provided by financing activities |
97,616
|
|
NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
(5,110)
|
(320,846)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
18,300
|
324,494
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
13,190
|
3,648
|
Supplemental Disclosures of Cash Flow Information: |
|
|
Taxes paid |
|
|
Interest paid |
|
|
Non-cash investing and financing activities: |
|
|
Issuance of common stock for debt |
|
210,833
|
Accrual for contingent consideration of acquisition of Foxx Trott Tango, LLC |
$ 3,400,000
|
|
X |
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v3.23.4
ORGANIZATION
|
3 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
ORGANIZATION |
NOTE
A – ORGANIZATION
Overview
Global Technologies, Ltd. (hereinafter the “Company”,
“Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999
under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with
the State of Delaware to change the name of the corporation to Global Technologies, Ltd.
Our principal executive offices are located at 8 Campus
Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. The information contained on, or that can be
accessed through, our website is not a part of this Quarterly Report on Form 10-Q. We have included our website address in this Quarterly
Report solely as an inactive textual reference.
Current
Operations
Global Technologies, Ltd (“Global”) is
a company with a strong focus on entering new markets including the acquisition and redevelopment of distressed properties. The company
seeks to capitalize on underutilized or undervalued assets, creating opportunities for growth, and delivering exceptional value to shareholders.
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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.
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.
About Foxx
Trott Tango, LLC
Foxx
Trott Tango, LLC (“Foxx Trott”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trott was
acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trott is the owner of a commercial building in
Sylvester, GA. The Company intends on utilizing Foxx Trott for the purchase of additional parcels of real estate. Please see NOTE
D – ACQUISITION OF FOXX TROTT TANGO, LLC for further information.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
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v3.23.4
BASIS OF PRESENTATION
|
3 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
BASIS OF PRESENTATION |
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, 2023 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, 2023 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, 2023 as filed with the Securities and
Exchange Commission on December 29, 2023. 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, 2023, and updated, as necessary, in this Quarterly Report on
Form 10-Q.
|
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- DefinitionThe entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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, 2023 filed with the Securities and Exchange Commission
on December 19, 2023.
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company
balances and transactions have been eliminated in consolidation.
As of September 30, 2023,
Global Technologies had six wholly owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911
Help Now, LLC (“911”), Markets on Main, LLC (“MOM”), Tersus Power, Inc. (“Tersus”) and Foxx Trott Tango,
LLC (“Foxx Trott”). As of September 30, 2023, the Company had a minority investment in one entity, Global Clean Solutions,
LLC.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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 $13,190 of cash
and cash equivalents at September 30, 2023 of which none was held in foreign bank accounts and $0 was not covered by FDIC insurance limits
as of September 30, 2023.
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, 2023 and June 30, 2023, an allowance for doubtful accounts was not considered necessary as all accounts
receivable were deemed collectible.
Accounts
receivable – related party and allowance for doubtful accounts
Accounts
receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful
accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances
when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances,
the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness
and current economic trends. Accounts are written off after exhaustive efforts at collection.
Concentrations
of Risks
Concentration
of Revenues – For the three months ended September 30, 2023 and 2022, the Company generated $0
revenue. All of the Company’s revenue was derived from consulting services during the year ended June 30, 2023.
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.
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, 2023, we had no uncertain tax
positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We
currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we
have not incurred any interest or tax penalties.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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 H - 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.
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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, 2023 and 2022, the Company excluded
29,100,000,000 and 16,800,000,000, respectively, shares relating to convertible notes payable to third parties and shares issuable
upon conversion of the Company’s Series L Preferred stock.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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
FOXX TROTT TANGO, LLC for further information.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
|
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v3.23.4
ACQUISITION OF FOXX TROTT TANGO, LLC
|
3 Months Ended |
Sep. 30, 2023 |
Business Combination and Asset Acquisition [Abstract] |
|
ACQUISITION OF FOXX TROTT TANGO, LLC |
NOTE
D – ACQUISITION OF FOXX TROTT TANGO, LLC
On
July 25, 2023, the Company acquired 100%
ownership of Foxx Trott Tango, LLC (“Foxx Trott”). 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 July 25, 2023 has been excluded from the accompanying consolidated financial statements. The
Company acquired a 100%
interest in exchange for Convertible Promissory Notes in the amount of $3,100,000
and the potential issuance of 680
shares of Series L Preferred Stock of the Company.
The
following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trott.
SCHEDULE
OF PURCHASE PRICE CONSIDERATION
| |
As of July 25, 2023 | |
| |
| |
Convertible promissory notes | |
$ | 3,100,000 | |
Contingent consideration (i) | |
| 3,400,000 | |
Total purchase price | |
$ | 6,500,000 | |
(i) |
Contingent consideration is based on the following: |
Earn-Out Lease Milestones. Seller
shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock (“Series L Preferred”) valued at up to
$3,400,000, based on the following earn-out lease milestones:
|
(i) |
; |
|
(ii) |
; |
|
(iii) |
; and |
|
(iv) |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred. |
Details
regarding the book values and fair values of the net assets acquired are as follows:
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED
| |
Book Value | | |
Fair Value | | |
Difference | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Cash | |
$ | 10,000 | | |
$ | 10,000 | | |
$ | - | |
Warehouse building | |
| 2,956,583 | | |
| 3,600,000 | | |
| 643,417 | |
Note payable-TK Management Services, LLC | |
| (1.500,000 | ) | |
| (1,500,000 | ) | |
| - | |
Note payable-TXC Services, LLC | |
| (1,600,000 | ) | |
| (1,600,000 | ) | |
| - | |
Net Total | |
$ | (133,417 | ) | |
$ | 510,000 | | |
$ | 643,417 | |
Acquisitions
Upon
acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate.
The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to
be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.
Fair
value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.
Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes
consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method,
forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the
value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such
as revenue growth rates, customer attrition rates, and royalty rates). Real properties are marked to fair value for valuation of the
total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information
available to the Company.
The
following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition:
SCHEDULE OF ASSETS ACQUIRED
|
|
As
of
July
25,
2023 |
|
|
|
|
|
Cash |
|
$ |
10,000 |
|
Warehouse
building (ii) |
|
|
3,600,000 |
|
Assets
acquired excluding goodwill |
|
|
3,610,000 |
|
Goodwill
(iii) |
|
|
2,890,000 |
|
Total
purchase price |
|
$ |
6,500,000 |
|
(ii) |
Warehouse
Building valued at fair value based on appraisal. |
(iii) |
Goodwill
is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. |
The
changes in the carrying amount of goodwill for the period from July 25, 2023 through September 30, 2023 were as follows:
SCHEDULE OF GOODWILL
| |
| |
Balance as of July 25, 2023 | |
$ | 2,890,000 | |
Additions and adjustments | |
| - | |
Balance as of September 30, 2023 | |
$ | 2,890,000 | |
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v3.23.4
PROPERTY AND EQUIPMENT
|
3 Months Ended |
Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT |
NOTE
E - PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Property and Equipment | |
$ | 36,363 | | |
$ | 36,363 | |
Less: accumulated depreciation | |
| (19,909 | ) | |
| (18,611 | ) |
Total | |
$ | 16,454 | | |
$ | 17,752 | |
|
(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, 2023 and 2022 was $1,298 and $1,298, respectively. |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2023 and
2022
(Unaudited)
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- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
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v3.23.4
NOTES PAYABLE, THIRD PARTIES
|
3 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
NOTES PAYABLE, THIRD PARTIES |
NOTE
F – NOTES PAYABLE, THIRD PARTIES
Notes
payable to third parties consist of:
SCHEDULE
OF NOTES PAYABLE TO THIRD PARTIES
| |
September 30,
2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Promissory Note, dated January 6, 2023 payable to TK Management Services, LLC (“TK Management”), interest
at 12%, due January 6, 2024, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (ii) | |
| 1,500,000 | | |
| - | |
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2023, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (iii) | |
| 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, 2023, with unamortized debt discount of $0 and $0 at September 30, 2023 and June 30, 2023, respectively (iv) | |
| 200,000 | | |
| 200,000 | |
Convertible Promissory Note dated May 31, 2023 payable to MainSpring,
LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023,
interest at 8%, due May 31, 2024 with unamortized debt discount of $0 and $0 at, June 30, 2023 and June 30, 2022, respectively
(v) | |
| 90,000 | | |
| 90,000 | |
Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8%, due July 18, 2024 with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (vi) | |
| 20,000 | | |
| - | |
Totals | |
$ | 3,510,000 | | |
$ | 390,000 | |
(i) |
On July 25, 2023, the Company and Foxx Trott (the
“Borrower”) executed the Seller Secured Note payable to TXC Services, LLC (“Holder”) in the principal amount
of $1,600,000. The
Seller Secured Note has a term of one (1) year, Maturity Date of July
25, 2024, and bears interest at 6%
per annum. Any Principal Amount or interest on this Seller Secured Note which is not paid when due shall bear interest
at the rate of eighteen percent (18%)
per annum from the due date thereof until the same is paid (“Default Interest”). The Seller
Secured Note is convertible, in whole or in part, at any time and from time to time
before maturity at the option of the Holder. The per share conversion price into which Principal Amount and interest
(including any Default Interest) under this Seller Secured Note shall be convertible into shares of Common Stock hereunder shall be
100% multiplied by the Market Price (as defined herein) subject to adjustment as described herein (“Conversion Price”).
“Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the three (3)
Trading Day period ending on the last complete Trading Day prior to the Conversion Date subject to adjustment as provided in this
Seller Secured Note. The Seller Secured Note will
contain certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor
would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or
decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61
days prior notice to the Company. The Seller Secured Note will impose penalties on the Company for any failure to
timely deliver any shares of its Common Stock issuable upon conversion. As
of September 30, 2023, $1,600,000
principal plus $17,622
interest were due. |
|
|
(ii) |
On January 6, 2023, Fox Trot
(the “Borrower”) issued the TK Secured Note to TK Management Services, LLC (the “Lender”) in the principal amount
of 1,500,000. The TK Secured Note accrues interest at 12% per annum and matures in one year, January 6, 2024 (the “Maturity Date”).
In the event of default, the TK Secured Note shall accrue interest at 12% per annum. At Closing, the Borrower prepaid six months of interest
and a $15,000 origination fee. Monthly payments of $15,000 begin on August 6, 2023, with a balloon payment due at the Maturity Date. The
TK Secured Note and the Secured Indebtedness are secured by the TK Security Deed. In the event of default, the Lender shall have all of
the rights and remedies reserved in the TK Security Deed and other loan documents and shall have full recourse to the Real Property and
other collateral. As of September 30, 2023, $1,500,000 principal was due.
|
|
|
(iii) |
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, 2023, $100,000 principal plus $17,479 interest were
due. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
F – NOTES PAYABLE, THIRD PARTIES (cont’d)
(iv) |
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, 2023, $200,000 principal plus $34,959
interest were due. |
|
|
(v) |
On
May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the “Old Holder”) a Convertible Promissory Note
(the “Convertible Note”) in the principal amount of $90,000. On September 15,
2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one
(1) year, Maturity Date of May 31, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this New
Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum
and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The
New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New
Holder. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this
New Convertible Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal
$0.0001, subject to adjustment as provided in this New Convertible Note. Upon the occurrence of any Event of Default, this New
Convertible Note shall become immediately due and payable, and the Company shall pay to the New Holder, in full satisfaction of its
obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default
Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all
costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of
which hereby are expressly waived by the New Holder. The New Holder shall be entitled to exercise all other rights and remedies
available at law or in equity. The transaction closed on May 31, 2023. As of September
30, 2023, $90,000 principal plus $2,407 interest were due. |
|
|
(vi) |
On July 18, 2023, the Company
executed a Convertible Note (the “Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC (the “Holder”)(together,
the “Parties”) in the principal amount of $20,000 and the Parties entered into a Securities Purchase Agreement (the “SPA”). The
Convertible Note has a term of one (1) year, Maturity Date of July 18, 2024, and bears interest at 8% per annum. Any Principal
Amount or interest on this Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent
(18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The
Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. The
per share conversion price into which Principal Amount and interest (including any Default Interest) under this Convertible Note shall
be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as
provided in this Convertible Note. Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and
payable, and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal
Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively
the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without
demand, presentment or notice, all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other
rights and remedies available at law or in equity. The transaction closed on July 18, 2023. As of September 30, 2023, $20,000 principal plus $101 interest were due.
|
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.23.4
LOANS PAYABLE – RELATED PARTIES
|
3 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
LOANS PAYABLE – RELATED PARTIES |
NOTE G – LOANS PAYABLE – RELATED PARTIES
The loans payable, related parties, at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF LOANS PAYABLE
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Foxx Trott Tango, LLC seller, due on demand, 0% interest | |
$ | 57,616 | | |
$ | - | |
Consultant, due on demand, 0% interest | |
| 22,250 | | |
| 2,250 | |
Total loans payable, related parties | |
$ | 79,866 | | |
$ | 2,250 | |
|
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- DefinitionThe entire disclosure for short-term debt.
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v3.23.4
DERIVATIVE LIABILITY
|
3 Months Ended |
Sep. 30, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
DERIVATIVE LIABILITY |
NOTE
H - DERIVATIVE LIABILITY
The
derivative liability at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF DERIVATIVE LIABILITY
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible Promissory Notes payable to TXC Services, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information | |
$ | 537,155 | | |
$ | - | |
Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD
PARTIES for further information | |
| 323,233 | | |
| 1,180,680 | |
Total derivative liability | |
$ | 860,388 | | |
$ | 1,180,680 | |
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, 2023, and June 30, 2023
using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at
September 30, 2023 were (1) stock price of $0.0002
per share, (2) conversion prices ranging from $0.0001
to $0.0002 per share, (3) terms of 6
months to 10 months, (4) expected volatility of 305.48%,
and (5) risk free interest rate of 5.53%.
Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2023 were (1) stock price of $0.0002
per share, (2) conversion price of $0.00005
per share, (3) term of 6
months, (4) expected volatility of 305.48%,
and (5) risk free interest rate of 5.47%.
The
following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability
measured at fair value using significant unobservable inputs (Level 3):
SCHEDULE
OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS
| |
Level 3 | |
| |
| |
Balance at June 30, 2023 | |
$ | 1,180,680 | |
Additions | |
| - | |
(Gain) Loss | |
| (320,292 | ) |
Change resulting from conversions and payoffs | |
| - | |
Balance at September 30, 2023 | |
$ | 860,388 | |
|
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v3.23.4
CAPITAL STOCK
|
3 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
CAPITAL STOCK |
NOTE
I - 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company had 0 and 0 shares issued and outstanding, respectively.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company had 3 and 3 shares issued and outstanding, respectively.
Dividends.
Initially, there will be no dividends due or payable on the Series K Super Voting Preferred Stock. Any future terms with respect
to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such
future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause
to be filed.
Liquidation
and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the holders of Series K Super Voting Preferred
Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series K Super Voting Preferred Stock is entitled to receive
ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation
Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase
or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other
corporation or corporations, unless (a) the holders of the Series K Super Voting Preferred Stock receive securities of the surviving
Corporation having substantially similar rights as the Series K Super Voting Preferred Stock and the stockholders of the Corporation
immediately prior to such transaction are holders of at least a majority of the voting securities of the successor Corporation immediately
thereafter (the “Permitted Merger”), unless the holders of the shares of Series K Super Voting Preferred Stock elect otherwise
or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders
of Series K Super Voting Preferred Stock elect otherwise.
Conversion.
No conversion of the Series K Super Voting Preferred Stock is permitted.
Rank.
All shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value
$0.0001 per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created,
except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital
stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock
and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior
to the Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.
Voting
Rights.
A.
If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series
K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of:
i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares
of any and all Preferred stocks which are issued and outstanding at the time of voting.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - 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, 2023 and
June 30, 2023, the Company had 340 and 294 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.”
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
ii.
Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management,
Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock
to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following
formula:
For
retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding
liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept
5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company.
iii.
Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number
of shares of Common Stock equal to:
[5000]
divided
by:
[.50
times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice
of Conversion remitted to the Company by the Series L Preferred stockholder]
Common
Stock
Class
A and Class B:
Identical
Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation
dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
Stock
Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization,
or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common
Shares shall be proportionately subdivided or combined.
Liquidation
Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment
shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the
Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares,
if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation
available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes
of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which
the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall
be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this
paragraph.
Voting
Rights.
(a)
The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders,
with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided
by law.
(b)
The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.
Preemptive
or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
Conversion
Rights.
(a)
Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one
fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder
(as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding
such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal
Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder,
upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event
of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman,
Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder”
is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means
the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual.
(b)
Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one
fully paid and non-assessable Class A Share at any time.
(c)
Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically
into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates
therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer
agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted
pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion
as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is
within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such
conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with
addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for
delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation
to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in
such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer
agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or
certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder,
the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an
Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred
or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant
to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable
upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date,
and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case
without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c).
(d)
Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to
the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written
order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not
converted.
(e)
Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not
be reissued.
(f)
Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class
A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient
to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall,
when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue.
The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation
of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may
be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class
A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares
then authorized by the Amended and Restated Certificate of Incorporation, as amended.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
I - CAPITAL STOCK (cont’d)
At
September 30, 2023 and June 30, 2023, 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, 2023 and June 30, 2023, the Company has 14,688,440,097 and 14,488,440,097 shares issued and outstanding,
respectively. At September 30, 2023 and June 30, 2023, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common
Stock, respectively. At September 30, 2023 and June 30, 2023, 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, 2023 and year ended June 30, 2023, the Company issued and/or sold the following unregistered securities:
Common
Stock:
Three
months ended September 30, 2023
On July 18, 2023, the Company
issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion of four (4) shares of
Series L Preferred Stock.
Year
ended June 30, 2023
On July 14,
2022, the Company issued 111,111,111 shares of 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.
Common Stock to be issued
at June 30, 2023
On May 19, 2023, Jetco Holdings, LLC submitted a
Notice of Conversion for three
(3) shares of Series L Preferred Stock in exchange for 300,000,000
shares of common stock. As of September 30, 2023, the 300,000,000
shares of common stock had not been issued.
Mezzanine Equity
As of September 30, 2023, the Company has common stock
to be issued upon conversion of the Company’s Series L Preferred Stock (“Series L Preferred”) in the amount of $2,899,448.
As of September 30, 2023, the Series L Preferred can be converted at $0.0002 per share, into 14,497,440,097 shares of common stock. As
of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser. S99-3A(2) ASR 268 requires
preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable
(1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an
event that is not solely within the control of the issuer. Given that there is an unknown amount of preferred shares to be issued, cash
has been repaid and the preferred shares are convertible at the option of the holder, the Company determined that mezzanine treatment
appears appropriate. As such, the Company feels these securities should be classified as Mezzanine equity until they are fully issued.
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2023 and
2022
(Unaudited)
NOTE I - CAPITAL STOCK (cont’d)
Preferred
Stock:
Three
months ended September 30, 2023
On August 23, 2023, the Company issued 50 shares of its Series L Preferred
Stock to a consultant as per the terms of its consulting agreement.
Year
ended June 30, 2023
On June 30, 2023, the Company issued 15 shares of
its Series L Preferred Stock in satisfaction of professional fees due to a consultant.
On June 30, 2023, the Company issued 6 shares of its
Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson, in satisfaction of related party debt.
Warrants
and Options:
None.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2021
(Unaudited)
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v3.23.4
COMMITMENTS AND CONTINGENCIES
|
3 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
J - COMMITMENTS AND CONTINGENCIES
Occupancy
Our principal executive office is located at 8 Campus
Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151.
Employment and Director Agreements
On May 17, 2023, the Company entered into an Employment
Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms
of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the
end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either
party terminates the Agreement. The Agreement is effective as of May 17, 2023.
Foxx Trott Tango, LLC Acquisition
Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock
(“Series L Preferred”) valued at up to $3,400,000, based on the following earn-out lease milestones:
|
(i) |
; |
|
(ii) |
; |
|
(iii) |
; and |
|
(iv) |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred. |
None of the above milestones were met as of September 30, 2023.
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v3.23.4
GOING CONCERN UNCERTAINTY
|
3 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
GOING CONCERN UNCERTAINTY |
NOTE
K - 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, 2023, we had an accumulated deficit
of $166,253,555. For the three months ended September 30, 2023, we had cash used from operating activities of $102,726. 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.
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v3.23.4
SUBSEQUENT EVENTS
|
3 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
L - 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:
On
December 28, 2023, Global Technologies, Ltd (the “Company”) entered into a Letter of Intent (the “LOI”) to acquire
GOe3, LLC (“GOe3”).
The
LOI sets forth the proposed terms and conditions pursuant to which the Company and GOe3 intend to effect a business combination, as a
result of which GOe3 will conduct business as a wholly-owned subsidiary of the Company (“Proposed Transaction”).
The
Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders
retaining 30% and GOe3 receiving 70% of the combined Company. The Company will designate a new preferred stock to issue to the GOe3 members
in exchange for the membership units.
At
Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors. Promptly
following the closing, the Company will adopt a plan to apply for an uplist to a national exchange or the NASDAQ.
The
Proposed Transaction has been approved by the Board of Directors of the Company and the Managing Members of GOe3 and is expected to close
in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the members of GOe3 will own
more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction. In addition, the
closing of the Proposed Transaction is subject to satisfaction of the following conditions: (i) satisfactory completion of due diligence
review by both parties, (ii) the negotiation, execution and delivery of definitive agreements, (iii) satisfactory completion of an audit
of GOe3’s financial statements, and (iv) approval by both the Company’s shareholders, limited partners of GOe3, as well as
other customary closing conditions.
Both
parties are restricted from engaging in discussions with other parties about an acquisition or similar transaction. Upon execution of
a definitive agreement, the Company will file a Current Report on form 8-K with more details regarding the Proposed Transaction, including
the capitalization of the Company upon the closing of the Proposed Transaction.
There
can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all.
On October 31, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to MainSpring,
LLC (the “Holder”)(together, the “Parties”) in the principal amount of $25,000 and the Parties entered into a
Securities Purchase Agreement (the “SPA”). The Convertible Note has a term of one (1) year, Maturity Date of October
13, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this Convertible Note which is not paid
when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by
law from the due date thereof until the same is paid (“Default Interest”). The Convertible Note is convertible, in whole
or in part, at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which
Principal Amount and interest (including any Default Interest) under this Convertible Note shall be convertible into shares of Common
Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as provided in this Convertible Note.
Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and payable, and the Company shall pay
to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued
interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”),
as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice,
all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other rights and remedies available
at law or in equity. The transaction closed on October 31, 2023.
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v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
3 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
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, 2023 filed with the Securities and Exchange Commission
on December 19, 2023.
|
Principles of Consolidation |
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company
balances and transactions have been eliminated in consolidation.
As of September 30, 2023,
Global Technologies had six wholly owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911
Help Now, LLC (“911”), Markets on Main, LLC (“MOM”), Tersus Power, Inc. (“Tersus”) and Foxx Trott Tango,
LLC (“Foxx Trott”). As of September 30, 2023, the Company had a minority investment in one entity, Global Clean Solutions,
LLC.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
Cash Equivalents |
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 $13,190 of cash
and cash equivalents at September 30, 2023 of which none was held in foreign bank accounts and $0 was not covered by FDIC insurance limits
as of September 30, 2023.
|
Accounts Receivable and Allowance for Doubtful Accounts |
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, 2023 and June 30, 2023, an allowance for doubtful accounts was not considered necessary as all accounts
receivable were deemed collectible.
|
Accounts receivable – related party and allowance for doubtful accounts |
Accounts
receivable – related party 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 |
Concentrations
of Risks
Concentration
of Revenues – For the three months ended September 30, 2023 and 2022, the Company generated $0
revenue. All of the Company’s revenue was derived from consulting services during the year ended June 30, 2023.
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.
|
Income Taxes |
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, 2023, we had no uncertain tax
positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We
currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we
have not incurred any interest or tax penalties.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
Financial Instruments and Fair Value of Financial Instruments |
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 |
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 H - DERIVATIVE LIABILITY
for further information.
|
Long-lived Assets |
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 |
Accounting
for Investments - The Company accounts for investments based upon the type and nature of the investment and the availability of current
information to determine its value. Investments in marketable securities in which there is a trading market will be valued at market
value on the nearest trading date relative to the Company’s financial reporting requirements. Investments in which there is no
trading market from which to obtain recent pricing and trading data for valuation purposes will be valued based upon management’s
review of available financial information, disclosures related to the investment and recent valuations related to the investment’s
fundraising efforts.
|
Deferred Financing Costs |
Deferred
Financing Costs
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 |
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.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(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 |
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 |
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
Advertising
costs are expensed as incurred. For the periods presented, we had no advertising costs.
|
Loss per Share |
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, 2023 and 2022, the Company excluded
29,100,000,000 and 16,800,000,000, respectively, shares relating to convertible notes payable to third parties and shares issuable
upon conversion of the Company’s Series L Preferred stock.
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
Recently Enacted Accounting Standards |
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 |
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 |
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 |
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
Intangible
assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF
FOXX TROTT TANGO, LLC for further information.
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v3.23.4
ACQUISITION OF FOXX TROTT TANGO, LLC (Tables)
|
3 Months Ended |
Sep. 30, 2023 |
Business Combination and Asset Acquisition [Abstract] |
|
SCHEDULE OF PURCHASE PRICE CONSIDERATION |
The
following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trott.
SCHEDULE
OF PURCHASE PRICE CONSIDERATION
| |
As of July 25, 2023 | |
| |
| |
Convertible promissory notes | |
$ | 3,100,000 | |
Contingent consideration (i) | |
| 3,400,000 | |
Total purchase price | |
$ | 6,500,000 | |
(i) |
Contingent consideration is based on the following: |
Earn-Out Lease Milestones. Seller
shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock (“Series L Preferred”) valued at up to
$3,400,000, based on the following earn-out lease milestones:
|
(i) |
; |
|
(ii) |
; |
|
(iii) |
; and |
|
(iv) |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred. |
|
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED |
Details
regarding the book values and fair values of the net assets acquired are as follows:
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED
| |
Book Value | | |
Fair Value | | |
Difference | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Cash | |
$ | 10,000 | | |
$ | 10,000 | | |
$ | - | |
Warehouse building | |
| 2,956,583 | | |
| 3,600,000 | | |
| 643,417 | |
Note payable-TK Management Services, LLC | |
| (1.500,000 | ) | |
| (1,500,000 | ) | |
| - | |
Note payable-TXC Services, LLC | |
| (1,600,000 | ) | |
| (1,600,000 | ) | |
| - | |
Net Total | |
$ | (133,417 | ) | |
$ | 510,000 | | |
$ | 643,417 | |
|
SCHEDULE OF ASSETS ACQUIRED |
The
following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition:
SCHEDULE OF ASSETS ACQUIRED
|
|
As
of
July
25,
2023 |
|
|
|
|
|
Cash |
|
$ |
10,000 |
|
Warehouse
building (ii) |
|
|
3,600,000 |
|
Assets
acquired excluding goodwill |
|
|
3,610,000 |
|
Goodwill
(iii) |
|
|
2,890,000 |
|
Total
purchase price |
|
$ |
6,500,000 |
|
(ii) |
Warehouse
Building valued at fair value based on appraisal. |
(iii) |
Goodwill
is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. |
|
SCHEDULE OF GOODWILL |
The
changes in the carrying amount of goodwill for the period from July 25, 2023 through September 30, 2023 were as follows:
SCHEDULE OF GOODWILL
| |
| |
Balance as of July 25, 2023 | |
$ | 2,890,000 | |
Additions and adjustments | |
| - | |
Balance as of September 30, 2023 | |
$ | 2,890,000 | |
|
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v3.23.4
PROPERTY AND EQUIPMENT (Tables)
|
3 Months Ended |
Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
SCHEDULE OF PROPERTY AND EQUIPMENT |
SCHEDULE OF PROPERTY AND EQUIPMENT
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Property and Equipment | |
$ | 36,363 | | |
$ | 36,363 | |
Less: accumulated depreciation | |
| (19,909 | ) | |
| (18,611 | ) |
Total | |
$ | 16,454 | | |
$ | 17,752 | |
|
(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, 2023 and 2022 was $1,298 and $1,298, respectively. |
|
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v3.23.4
NOTES PAYABLE, THIRD PARTIES (Tables)
|
3 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES |
Notes
payable to third parties consist of:
SCHEDULE
OF NOTES PAYABLE TO THIRD PARTIES
| |
September 30,
2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”),
interest at 8%,
due July
25, 2024, with unamortized debt discount of $1,301,918
and $0
at, September 30, 2023 and June 30, 2023, respectively (i) | |
$ | 1,600,000 | | |
| - | |
Promissory Note, dated January 6, 2023 payable to TK Management Services, LLC (“TK Management”), interest
at 12%, due January 6, 2024, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (ii) | |
| 1,500,000 | | |
| - | |
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2023, with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (iii) | |
| 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, 2023, with unamortized debt discount of $0 and $0 at September 30, 2023 and June 30, 2023, respectively (iv) | |
| 200,000 | | |
| 200,000 | |
Convertible Promissory Note dated May 31, 2023 payable to MainSpring,
LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023,
interest at 8%, due May 31, 2024 with unamortized debt discount of $0 and $0 at, June 30, 2023 and June 30, 2022, respectively
(v) | |
| 90,000 | | |
| 90,000 | |
Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8%, due July 18, 2024 with unamortized debt discount of $0 and $0 at, September 30, 2023 and June 30, 2023, respectively (vi) | |
| 20,000 | | |
| - | |
Totals | |
$ | 3,510,000 | | |
$ | 390,000 | |
(i) |
On July 25, 2023, the Company and Foxx Trott (the
“Borrower”) executed the Seller Secured Note payable to TXC Services, LLC (“Holder”) in the principal amount
of $1,600,000. The
Seller Secured Note has a term of one (1) year, Maturity Date of July
25, 2024, and bears interest at 6%
per annum. Any Principal Amount or interest on this Seller Secured Note which is not paid when due shall bear interest
at the rate of eighteen percent (18%)
per annum from the due date thereof until the same is paid (“Default Interest”). The Seller
Secured Note is convertible, in whole or in part, at any time and from time to time
before maturity at the option of the Holder. The per share conversion price into which Principal Amount and interest
(including any Default Interest) under this Seller Secured Note shall be convertible into shares of Common Stock hereunder shall be
100% multiplied by the Market Price (as defined herein) subject to adjustment as described herein (“Conversion Price”).
“Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the three (3)
Trading Day period ending on the last complete Trading Day prior to the Conversion Date subject to adjustment as provided in this
Seller Secured Note. The Seller Secured Note will
contain certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor
would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or
decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61
days prior notice to the Company. The Seller Secured Note will impose penalties on the Company for any failure to
timely deliver any shares of its Common Stock issuable upon conversion. As
of September 30, 2023, $1,600,000
principal plus $17,622
interest were due. |
|
|
(ii) |
On January 6, 2023, Fox Trot
(the “Borrower”) issued the TK Secured Note to TK Management Services, LLC (the “Lender”) in the principal amount
of 1,500,000. The TK Secured Note accrues interest at 12% per annum and matures in one year, January 6, 2024 (the “Maturity Date”).
In the event of default, the TK Secured Note shall accrue interest at 12% per annum. At Closing, the Borrower prepaid six months of interest
and a $15,000 origination fee. Monthly payments of $15,000 begin on August 6, 2023, with a balloon payment due at the Maturity Date. The
TK Secured Note and the Secured Indebtedness are secured by the TK Security Deed. In the event of default, the Lender shall have all of
the rights and remedies reserved in the TK Security Deed and other loan documents and shall have full recourse to the Real Property and
other collateral. As of September 30, 2023, $1,500,000 principal was due.
|
|
|
(iii) |
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, 2023, $100,000 principal plus $17,479 interest were
due. |
GLOBAL
TECHNOLOGIES, LTD
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three months ended September 30, 2023 and 2022
(Unaudited)
NOTE
F – NOTES PAYABLE, THIRD PARTIES (cont’d)
(iv) |
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, 2023, $200,000 principal plus $34,959
interest were due. |
|
|
(v) |
On
May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the “Old Holder”) a Convertible Promissory Note
(the “Convertible Note”) in the principal amount of $90,000. On September 15,
2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one
(1) year, Maturity Date of May 31, 2024, and bears interest at 8% per annum. Any Principal Amount or interest on this New
Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum
and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The
New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New
Holder. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this
New Convertible Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal
$0.0001, subject to adjustment as provided in this New Convertible Note. Upon the occurrence of any Event of Default, this New
Convertible Note shall become immediately due and payable, and the Company shall pay to the New Holder, in full satisfaction of its
obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default
Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all
costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of
which hereby are expressly waived by the New Holder. The New Holder shall be entitled to exercise all other rights and remedies
available at law or in equity. The transaction closed on May 31, 2023. As of September
30, 2023, $90,000 principal plus $2,407 interest were due. |
|
|
(vi) |
On July 18, 2023, the Company
executed a Convertible Note (the “Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC (the “Holder”)(together,
the “Parties”) in the principal amount of $20,000 and the Parties entered into a Securities Purchase Agreement (the “SPA”). The
Convertible Note has a term of one (1) year, Maturity Date of July 18, 2024, and bears interest at 8% per annum. Any Principal
Amount or interest on this Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent
(18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). The
Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. The
per share conversion price into which Principal Amount and interest (including any Default Interest) under this Convertible Note shall
be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0001, subject to adjustment as
provided in this Convertible Note. Upon the occurrence of any Event of Default, this Convertible Note shall become immediately due and
payable, and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal
Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively
the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without
demand, presentment or notice, all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other
rights and remedies available at law or in equity. The transaction closed on July 18, 2023. As of September 30, 2023, $20,000 principal plus $101 interest were due.
|
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v3.23.4
LOANS PAYABLE – RELATED PARTIES (Tables)
|
3 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
SCHEDULE OF LOANS PAYABLE |
The loans payable, related parties, at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF LOANS PAYABLE
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Foxx Trott Tango, LLC seller, due on demand, 0% interest | |
$ | 57,616 | | |
$ | - | |
Consultant, due on demand, 0% interest | |
| 22,250 | | |
| 2,250 | |
Total loans payable, related parties | |
$ | 79,866 | | |
$ | 2,250 | |
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v3.23.4
DERIVATIVE LIABILITY (Tables)
|
3 Months Ended |
Sep. 30, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
SCHEDULE OF DERIVATIVE LIABILITY |
The
derivative liability at September 30, 2023 and June 30, 2023 consisted of:
SCHEDULE
OF DERIVATIVE LIABILITY
| |
September 30, 2023 | | |
June 30, 2023 | |
| |
| | |
| |
Convertible Promissory Notes payable to TXC Services, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information | |
$ | 537,155 | | |
$ | - | |
Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD
PARTIES for further information | |
| 323,233 | | |
| 1,180,680 | |
Total derivative liability | |
$ | 860,388 | | |
$ | 1,180,680 | |
|
SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS |
The
following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability
measured at fair value using significant unobservable inputs (Level 3):
SCHEDULE
OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS
| |
Level 3 | |
| |
| |
Balance at June 30, 2023 | |
$ | 1,180,680 | |
Additions | |
| - | |
(Gain) Loss | |
| (320,292 | ) |
Change resulting from conversions and payoffs | |
| - | |
Balance at September 30, 2023 | |
$ | 860,388 | |
|
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v3.23.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Accounting Policies [Abstract] |
|
|
Cash equivalents |
$ 0
|
|
Cash and cash equivalents |
13,190
|
|
FDIC insurance limits |
0
|
|
Revenues |
$ 0
|
$ 0
|
Antidilutive securities excluded from computation of earnings per share, amount |
29,100,000,000
|
16,800,000,000
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SCHEDULE OF PURCHASE PRICE CONSIDERATION (Details) (Parenthetical) - USD ($)
|
|
|
3 Months Ended |
Jul. 25, 2023 |
Jul. 18, 2023 |
Sep. 30, 2022 |
Business Acquisition [Line Items] |
|
|
|
Issuance of shares, value |
|
|
$ 251,098
|
Series L Preferred Stock [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Issuance of shares |
|
4
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Issuance of shares |
680
|
|
|
Issuance of shares, value |
$ 3,400,000
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 25% Square Footage Property [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business acquisition, description |
Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 50% Square Footage Property [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business acquisition, description |
Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 75% Square Footage Property [Member] |
|
|
|
Business Acquisition [Line Items] |
|
|
|
Business acquisition, description |
Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred
|
|
|
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|
|
|
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|
|
|
Business acquisition, description |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred
|
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v3.23.4
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED (Details)
|
Jul. 25, 2023
USD ($)
|
Business Acquisition [Line Items] |
|
Cash |
$ 10,000
|
Net Total |
(6,500,000)
|
Book Value [Member] |
|
Business Acquisition [Line Items] |
|
Cash |
10,000
|
Warehouse building |
2,956,583
|
Note payable-TK Management Services, LLC |
(1,500.000)
|
Note payable-TXC Services, LLC |
(1,600,000)
|
Net Total |
(133,417)
|
Fair Value [Member] |
|
Business Acquisition [Line Items] |
|
Cash |
10,000
|
Warehouse building |
3,600,000
|
Note payable-TK Management Services, LLC |
(1,500,000)
|
Note payable-TXC Services, LLC |
(1,600,000)
|
Net Total |
510,000
|
Difference [Member] |
|
Business Acquisition [Line Items] |
|
Cash |
|
Warehouse building |
643,417
|
Note payable-TK Management Services, LLC |
|
Note payable-TXC Services, LLC |
|
Net Total |
$ 643,417
|
X |
- DefinitionAmount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.
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SCHEDULE OF ASSETS ACQUIRED (Details) - USD ($)
|
Sep. 30, 2023 |
Jul. 25, 2023 |
Jun. 30, 2023 |
Business Combination and Asset Acquisition [Abstract] |
|
|
|
|
|
Cash |
|
|
$ 10,000
|
|
|
Warehouse building |
[1] |
|
3,600,000
|
|
|
Assets acquired excluding goodwill |
|
|
3,610,000
|
|
|
Goodwill |
|
$ 2,890,000
|
2,890,000
|
[2] |
|
Total purchase price |
|
|
$ 6,500,000
|
|
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v3.23.4
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) - Related Party [Member] - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Short-Term Debt [Line Items] |
|
|
|
Totals |
|
$ 3,510,000
|
$ 390,000
|
Convertible Promissory Note One [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[1] |
1,600,000
|
|
Convertible Promissory Note Two [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[2] |
1,500,000
|
|
Convertible Promissory Note Three [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[3] |
100,000
|
|
Totals |
[3] |
|
100,000
|
Convertible Promissory Note Four [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[4] |
200,000
|
200,000
|
Convertible Promissory Note Five [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[5] |
90,000
|
90,000
|
Convertible Promissory Note Six [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Totals |
[6] |
$ 20,000
|
|
|
|
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v3.23.4
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) (Parenthetical)
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
|
Sep. 15, 2023
$ / shares
|
Aug. 06, 2023
USD ($)
|
Jul. 25, 2023
USD ($)
|
Jul. 18, 2023
USD ($)
$ / shares
|
Jul. 18, 2023
USD ($)
$ / shares
|
May 31, 2023
USD ($)
|
Jan. 06, 2023
USD ($)
|
Feb. 22, 2021
USD ($)
|
Jan. 27, 2021
USD ($)
|
Jan. 20, 2021
USD ($)
Integer
|
Jan. 20, 2021
USD ($)
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2022
USD ($)
|
Jun. 30, 2023
USD ($)
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
$ 102,082
|
|
$ 74,984
|
Proceeds from convertible debt |
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
TXC Services LLC [Member] | Convertible Promissory Note One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
Debt maturity date |
|
|
Jul. 25, 2024
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
1,301,918
|
|
0
|
Principal amount |
|
|
$ 1,600,000
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
6.00%
|
|
|
|
|
|
|
|
|
|
|
|
Bears interest rate |
|
|
18.00%
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument converted instrument rate |
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
Investor own excess shares percentage description |
|
|
Investor
would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or
decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61
days prior notice to the Company.
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
1,600,000
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
17,622
|
|
|
TXC Services LLC [Member] | Convertible Promissory Note Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bears interest rate |
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
TK Management Services LLC [Member] | Convertible Promissory Note Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
Debt maturity date |
|
|
|
|
|
|
Jan. 06, 2024
|
|
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
Principal amount |
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
1,500,000
|
|
|
Origination fee |
|
|
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
Borrower monthly payment |
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Three [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
Debt maturity date |
|
|
|
|
|
|
|
|
|
Jan. 20, 2023
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
Principal amount |
|
|
|
|
|
|
|
|
|
$ 150,000
|
$ 150,000
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
|
|
10.00%
|
10.00%
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
17,479
|
|
|
Proceeds from convertible debt |
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
Debt instrument description |
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
Debt conversion trading price percentage |
|
|
|
|
|
|
|
|
|
|
50.00%
|
|
|
|
Debt instrument trading days | Integer |
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Four [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
Debt maturity date |
|
|
|
|
|
|
|
Feb. 22, 2023
|
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
Principal amount |
|
|
|
|
|
|
|
$ 200,000
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
34,959
|
|
|
Debt instrument description |
|
|
|
|
|
|
|
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”)
|
|
|
|
|
|
|
Debt conversion trading price percentage |
|
|
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
Hillcrest Ridgewood [Member] | Convertible Promissory Note Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
Debt maturity date |
|
|
|
|
|
May 31, 2024
|
|
|
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
Hillcrest Ridgewood [Member] | Convertible Promissory Note Six [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
Debt maturity date |
|
|
|
Jul. 18, 2024
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
0
|
|
$ 0
|
Hillcrest Ridgewood Partners LLC [Member] | Convertible Promissory Note Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt maturity date |
May 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
$ 90,000
|
|
|
|
|
|
|
|
|
Hillcrest Ridgewood Partners LLC [Member] | Convertible Promissory Note Six [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt maturity date |
|
|
|
|
Jul. 18, 2024
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
$ 20,000
|
$ 20,000
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
|
|
|
8.00%
|
8.00%
|
|
|
|
|
|
|
|
|
|
Debt instrument converted instrument rate |
|
|
|
|
18.00%
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
101
|
|
|
Debt instrument conversion ratio | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
Main Spring LLC [Member] | Convertible Promissory Note Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument interest rate |
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument converted instrument rate |
18.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
$ 2,407
|
|
|
Debt instrument conversion ratio | $ / shares |
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionDividend or interest rate associated with the financial instrument issued in exchange for the original debt being converted in a noncash or part noncash transaction. Noncash are transactions that affect recognized assets or liabilities but that do not result in cash receipts or cash payments. Part noncash refers to that portion of the transaction not resulting in cash receipts or cash payments.
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v3.23.4
SCHEDULE OF LOANS PAYABLE (Details) - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
Total loans payable, related parties |
$ 79,866
|
$ 2,250
|
Foxx Trott Tango LLC [Member] |
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
Total loans payable, related parties |
57,616
|
|
Consultant [Member] |
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
Total loans payable, related parties |
$ 22,250
|
$ 2,250
|
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v3.23.4
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Short-Term Debt [Line Items] |
|
|
Total derivative liability |
$ 860,388
|
$ 1,180,680
|
Convertible Promissory Note [Member] | TXC Services LLC [Member] |
|
|
Short-Term Debt [Line Items] |
|
|
Total derivative liability |
537,155
|
|
Convertible Promissory Note [Member] | Tri-Bridge Ventures, LLC [Member] |
|
|
Short-Term Debt [Line Items] |
|
|
Total derivative liability |
$ 323,233
|
$ 1,180,680
|
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DERIVATIVE LIABILITY (Details Narrative)
|
3 Months Ended |
12 Months Ended |
Sep. 30, 2023
$ / shares
|
Jun. 30, 2023
$ / shares
|
Measurement Input, Share Price [Member] |
|
|
Derivative [Line Items] |
|
|
Conversion price |
$ 0.0002
|
$ 0.0002
|
Measurement Input, Conversion Price [Member] |
|
|
Derivative [Line Items] |
|
|
Conversion price |
|
$ 0.00005
|
Measurement Input, Conversion Price [Member] | Minimum [Member] |
|
|
Derivative [Line Items] |
|
|
Conversion price |
0.0001
|
|
Measurement Input, Conversion Price [Member] | Maximum [Member] |
|
|
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|
|
Conversion price |
$ 0.0002
|
|
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|
|
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|
|
Expected term |
|
6 months
|
Measurement Input, Expected Term [Member] | Minimum [Member] |
|
|
Derivative [Line Items] |
|
|
Expected term |
6 months
|
|
Measurement Input, Expected Term [Member] | Maximum [Member] |
|
|
Derivative [Line Items] |
|
|
Expected term |
10 months
|
|
Measurement Input, Price Volatility [Member] |
|
|
Derivative [Line Items] |
|
|
Risk free interest rate |
305.48
|
305.48
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
Derivative [Line Items] |
|
|
Risk free interest rate |
5.53
|
5.47
|
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v3.23.4
CAPITAL STOCK (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
|
|
|
|
Sep. 30, 2023 |
Aug. 23, 2023 |
Jul. 18, 2023 |
Jun. 30, 2023 |
May 19, 2023 |
May 19, 2023 |
Aug. 08, 2022 |
Jul. 15, 2022 |
Jul. 14, 2022 |
Jul. 31, 2019 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 28, 2001 |
Apr. 26, 2001 |
Feb. 15, 2000 |
Sep. 30, 1999 |
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
$ 0.01
|
|
|
$ 0.01
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
|
Preferred stock, shares authorized |
5,000,000
|
|
|
5,000,000
|
|
|
|
|
|
|
5,000,000
|
|
|
|
|
|
Preferred stock rank, description |
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
Common Stock, Voting Rights |
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
Common stock, shares authorized |
14,991,000,000
|
|
|
14,991,000,000
|
|
|
|
|
|
|
14,991,000,000
|
|
|
|
|
|
Common stock, shares issued |
14,688,440,097
|
|
|
14,488,440,097
|
|
|
|
|
|
|
14,688,440,097
|
|
|
|
|
|
Common stock, shares outstanding |
14,688,440,097
|
|
|
14,488,440,097
|
|
|
|
|
|
|
14,688,440,097
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares to be issued after conversion value |
$ 2,899,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock conversion price |
$ 0.0002
|
|
|
|
|
|
|
|
|
|
$ 0.0002
|
|
|
|
|
|
Convertible preferred stock shares issued |
14,497,440,097
|
|
|
|
|
|
|
|
|
|
14,497,440,097
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
|
|
|
|
|
|
|
|
200,000,000
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
702,777,778
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
Common Stock, shares not issued |
300,000,000
|
|
|
|
|
|
|
|
|
|
300,000,000
|
|
|
|
|
|
Noteholder 1 [Member] | January 13, 2022 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
|
|
|
|
|
|
111,111,111
|
|
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
$ 33,333
|
|
|
|
|
|
|
|
Debt Conversion, Converted Instrument, Amount |
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
Noteholder 2 [Member] | January 13, 2022 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
|
|
|
|
|
212,500,000
|
|
|
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
$ 63,750
|
|
|
|
|
|
|
|
|
Debt Conversion, Converted Instrument, Amount |
|
|
|
|
|
|
|
23,750
|
|
|
|
|
|
|
|
|
Interest and Debt Expense |
|
|
|
|
|
|
|
$ 1,750
|
|
|
|
|
|
|
|
|
Noteholder 3 [Member] | February 4, 2022 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
|
|
|
|
379,166,667
|
|
|
|
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
$ 113,750
|
|
|
|
|
|
|
|
|
|
Debt Conversion, Converted Instrument, Amount |
|
|
|
|
|
|
43,750
|
|
|
|
|
|
|
|
|
|
Interest and Debt Expense |
|
|
|
|
|
|
$ 1,750
|
|
|
|
|
|
|
|
|
|
Series A 8% Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
Preferred stock,shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Preferred stock,shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Series B 8% Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
Preferred stock,shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Preferred stock,shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Series C Five Percentage Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
Preferred stock,shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Preferred stock,shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
800
|
|
|
Preferred stock,shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Preferred stock,shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Series E 8% Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
250
|
|
|
|
Preferred stock,shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Preferred stock,shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Series K Super Voting Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
Preferred stock,shares issued |
3
|
|
|
3
|
|
|
|
|
|
|
3
|
|
|
|
|
|
Preferred stock,shares outstanding |
3
|
|
|
3
|
|
|
|
|
|
|
3
|
|
|
|
|
|
Series L Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value |
$ 0.01
|
|
|
$ 0.01
|
|
|
|
|
|
$ 0.01
|
$ 0.01
|
|
|
|
|
|
Preferred stock, shares authorized |
500,000
|
|
|
500,000
|
|
|
|
|
|
500,000
|
500,000
|
|
|
|
|
|
Preferred stock,shares issued |
340
|
|
|
294
|
|
|
|
|
|
|
340
|
|
|
|
|
|
Preferred stock,shares outstanding |
340
|
|
|
294
|
|
|
|
|
|
|
340
|
|
|
|
|
|
Debt Conversion, Description |
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
Number of shares issued |
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
$ 3
|
|
|
|
|
|
|
|
|
|
|
|
Series L Preferred Stock [Member] | Consulting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series L Preferred Stock [Member] | Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
|
|
|
|
|
|
|
|
(4)
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of 3 Series L Preferred stock for common stock, shares |
|
|
|
|
|
300,000,000
|
|
|
|
|
|
|
|
|
|
|
Series L Preferred Stock [Member] | Jimmy Wayne Anderson [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
200,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series L Preferred Stock [Member] | Consultant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
Series L Preferred Stock [Member] | Sole Officer And Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
14,991,000,000
|
|
|
14,991,000,000
|
|
|
|
|
|
|
14,991,000,000
|
|
|
|
|
|
Common stock, shares issued |
14,688,440,097
|
|
|
14,488,440,097
|
|
|
|
|
|
|
14,688,440,097
|
|
|
|
|
|
Common stock, shares outstanding |
14,688,440,097
|
|
|
14,488,440,097
|
|
|
|
|
|
|
14,688,440,097
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
4,000,000
|
|
|
4,000,000
|
|
|
|
|
|
|
4,000,000
|
|
|
|
|
|
Common stock, shares issued |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Common stock, shares outstanding |
0
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
X |
- DefinitionConversion of series L preferred stock for common stock shares
+ References
+ Details
Name: |
GTLL_ConversionOfSeriesLPreferredStockForCommonStockShares |
Namespace Prefix: |
GTLL_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPreferred stock rank, description.
+ References
+ Details
Name: |
GTLL_PreferredStockRankDescription |
Namespace Prefix: |
GTLL_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period value conversion of preferred stock.
+ References
+ Details
Name: |
GTLL_StockIssuedDuringPeriodValueConversionOfPreferredStock |
Namespace Prefix: |
GTLL_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
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v3.23.4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
Jul. 25, 2023 |
May 17, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Base salary |
|
|
$ 25,000
|
$ 314,467
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Issuance of shares |
680
|
|
|
|
Issuance of shares, value |
$ 3,400,000
|
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 25% Square Footage Property [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Business acquisition, description |
Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred
|
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 50% Square Footage Property [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Business acquisition, description |
Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred
|
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 75% Square Footage Property [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Business acquisition, description |
Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred
|
|
|
|
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 100% Property [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Business acquisition, description |
Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred
|
|
|
|
Fredrick Cutcher [Member] | Employment Agreement [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Agreement description |
|
On May 17, 2023, the Company entered into an Employment
Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms
of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the
end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either
party terminates the Agreement. The Agreement is effective as of May 17, 2023
|
|
|
Base salary |
|
$ 100,000
|
|
|
Officers compensation |
|
1 year
|
|
|
Fredrick Cutcher [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Restricted stock units vested |
|
$ 100,000
|
|
|
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v3.23.4
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)
|
3 Months Ended |
|
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
Accumulated deficit |
$ 166,253,555
|
|
$ 167,478,377
|
Cash used from operating activities |
$ 102,726
|
$ 320,846
|
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
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