UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
For
the fiscal year ended June 30, 2022
or
For
the transition period from _____to _____
Commission
File Number: 000-25668
GLOBAL
TECHNOLOGIES, LTD
(Exact
name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (727)482-1505
A
Registered Agent, Inc.
8
The Green, Suite A
Dover,
DE 19901
(302)
288-0670
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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, $0.0001 par value per share GTLL OTC Markets “PINK”
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
☐
Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
YES ☒ NO
The
aggregate market value on December 31, 2021 (the last business day of the Company’s most recently completed second quarter) of
the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date,
was approximately $21,626,049. The registrant does not have non-voting common stock outstanding.
As
of October 12, 2022, there were 14,448,440,097 shares of registrant’s Class A common stock outstanding.
USE
OF MARKET AND INDUSTRY DATA
This
Annual Report on Form 10-K 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 Annual Report on Form 10-K are reliable, neither we nor our management have independently verified any of
the data from such sources referred to in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual
Report on Form 10-K.
Cautionary
Note Regarding Forward Looking Statements
This
annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,” “future,”
“continue, “and other expressions that are predictions of or indicate future events and trends and that do not relate to
historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts
of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained
in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide
variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital
needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to
be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by any forward-looking statements.
Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:
● risks related to commodity price fluctuations;
● the uncertainty of profitability based upon our history of losses;
● risks related to environmental regulation and liability;
● risks related to tax assessments; or
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. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements
to conform these statements to actual results, whether as a result of new information, future events or otherwise.
As
used in this annual report, “Global Technologies,” the “Company,” “we,” “us,” or “our”
refer to Global Technologies, Ltd. unless otherwise indicated.
TABLE
OF CONTENTS
PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 12
Item 1B. Unresolved Staff Comments 33
Item 2. Properties 33
Item 3. Legal Proceedings 33
Item 4. Mine Safety Disclosures 33
PART II
Item 6. Selected Financial Data 36
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 39
Item 8. Financial Statements and Supplementary Data 40
Item 9A. Controls and Procedures 41
Item 9B. Other Information 42
PART III
Item 10. Directors, Executive Officers and Corporate Governance 44
Item 11. Executive Compensation 46
Item 14. Principal Accounting Fees and Services 49
PART IV
Signatures 53
PART
I
Item
1. Business.
Overview
Global
Technologies, Ltd is a publicly quoted operating company that was incorporated under the laws of the State of Delaware on January
20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of
Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd. Our principal executive
offices are located at 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 and our telephone number is (727) 482-1505.
Our website address is www.globaltechnologiesltd.info. The information provided on our website is not part of this Annual
Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this
Annual Report.
On June 13, 2022, the Company filed an Issuer Company Related Action Notification
with the Financial Industry Regulatory Authority (“FINRA”) to effect a reverse stock split of its Class A Common Stock on
a 1:4,000 ratio, name change to Tersus Power, Inc. and symbol change. The Company is still
working with FINRA at the time of this filing to complete the proposed corporate actions.
Current
Operations
Global
Technologies, Ltd (“Global”) is a publicly traded operating corporation, which through its subsidiaries, has operations engaged in the online
sales of CBD and hemp related products, the acquisition of intellectual property in the safety and security space and as a portal for
entrepreneurs to provide immediate access to live shopping, e-commerce, product placement in brick and mortar retail outlets and logistics.
On
November 30, 2019, the Company entered into a Purchase and Sale Agreement (the “Agreement”) for the purchase of TCBM Holdings,
LLC (“TCBM”). Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the “Note”)
in the amount of $2,000,000 to Jetco Holdings, LLC for the purchase of all issued and outstanding membership units of TCBM and its subsidiaries,
HMNRTH, LLC and 911 Help Now, LLC. As of March 15, 2021, the outstanding principal and interest on the Note were $503,714 and $46,485,
respectively. On this same date, the Holder agreed to forgive $253,714 in outstanding principal and all outstanding interest leaving
a remaining principal balance of $250,000. On March 15, 2021, the Company issued the Holder fifty (50) shares of the Company’s
Series L Preferred Stock in satisfaction of the $250,000 principal balance.
On
March 11, 2020, the Company, through its two wholly owned subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings,
LLC (the “Owner”) (together Seller and Owner the “Selling Parties”) entered into an Asset Purchase Agreement
(the “Agreement”) with Edison Nation, Inc. and its wholly owned subsidiary, Scalematix, LLC (together the
“Buyer”), for the sale of certain assets in the health and wellness industry and related consumer products industry.
Under the terms of the Agreement, Buyer was to remit $70,850 via wire transfer at Closing and issue to a representative of the
Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock (the
“Shares”). In addition, the Selling Parties shall have the right to additional earn out compensation based upon the
following metrics: (i) at such time as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn
One Hundred Twenty-Five Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative
revenue of $5,000,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The Closing
of the transaction occurred on March 11, 2020. The Company received the Shares of restricted common stock valued at $477,500 and
$70,850 in cash compensation due under the terms of the Agreement. The Shares and cash compensation were subsequently transferred to
the principal of Jetco Holdings, LLC as payment against the November 30, 2019 Convertible Promissory Note issued to Jetco Holdings,
LLC. On January 19, 2021, the Company issued 300,000,000 shares of restricted common
stock to the noteholder in satisfaction of $42,000 principal against the Convertible Note. On March 15, 2021, the outstanding
principal and interest on the Note were $503,714 and $46,485, respectively. On this same date, the Holder agreed to forgive
$253,714 in outstanding principal and all outstanding interest leaving a remaining principal balance of $250,000. On March 15,
2021, the Company issued the Holder fifty (50) shares of the Company’s Series L Preferred Stock in satisfaction of the
$250,000 principal balance.
On
September 3, 2020, the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership
Interest in order to facilitate the transfer of 25 Membership Units (the “Units”) issued by Global Clean Solutions, LLC (“Global”)
and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company. In exchange for the transfer of the Units to
the Company, the Company issued to Graphene a Convertible Promissory Note (the “Note”) in the amount of $250,000. Please
see NOTE H - NOTES PAYABLE, THIRD PARTIES for further information.
Our
wholly owned subsidiaries:
About
TCBM Holdings, LLC
TCBM
Holdings, LLC (“TCBM”) was formed as a Delaware limited liability company on August 10, 2017. TCBM is a holding corporation,
which operated through its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC.
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 move forward with 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, LLC
Markets
on Main, LLC (“MOM”) was formed as a Florida limited liability company on April 2, 2020. MOM is A full service, sales and
distribution, third-party logistics provider and portal to multi-channel sales opportunities. MOM’s focus is on bringing small
businesses and entrepreneurs to large opportunities and distribution. MOM will provide the following services to its clients: inventory
management, brand management, fulfillment and drop-ship capabilities, retail distribution and customer service. MOM’s website can
be found at www.marketsonmain.com.
On
January 3, 2022, the Company filed Articles of Conversion with the State of Florida to convert MOM from a limited liability company to
a Florida profit corporation. Simultaneous with the filing of the Articles of Conversion, the Company filed Articles of Incorporation
for MOM.
On
January 19, 2022, MOM entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with Amfluent, LLC
(“Amfluent”). Under the terms of the Distribution Agreement, MOM will become an exclusive distributor for the promotion and
sale of products carried by Amfluent. As the exclusive distributor, MOM shall be awarded the exclusive territory of e-commerce, live
shopping and digital sales. The Distribution Agreement has a term of one year from the Effective Date unless both parties agree to renew
the Distribution Agreement for an additional term.
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.
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.
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.
Investments:
Global
Clean Solutions, LLC Investment
Global
Clean Solutions (“Global Clean”) was founded as a special purpose entity in the Personal Protective Equipment Industry during
the initial stages of the pandemic in 2020. Its management set out with a simple mission; deliver customers PPE while removing the panic
from the pandemic. Global Clean has created a solid and repeatable foundation and is able to satisfy the needs of both government municipalities
and corporations that many companies have tried, and few have succeeded.
● Direct to factory relationships
● Proprietary hand sanitizer ready to ship
● Funding programs available
● Government contract expertise
● Overseas production capabilities
● Distribution centers in CA and FL
The
Company elected to impair its investment in Global Clean as it does not anticipate generating any further revenue from this investment.
Share
Exchange Agreement with Tersus Power, Inc. (Nevada)
On
November 17, 2021, the Company entered into a Letter of Intent to acquire Tersus Power, Inc. (“Tersus Power”). On March 9,
2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus Power and the Tersus Shareholders. Under
the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number
of shares of the Company’s Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholder (the
“Exchange Ratio”). Such shares of the Company’s Class A Common Stock shall collectively (i) be referred to as the “Exchange
Shares”, and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following
the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company
will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to “Tersus Power, Inc.”,
a Delaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred
stock (none of which will be authorized as a particular series), (ii) the Company will have completed, and FINRA will have recognized
and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to
the Parties, (iii) all of the holders of the Company’s Series K Preferred Stock and Series L Preferred Stock will have converted
their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed
to the Company’s Board of Directors.
The Exchange Agreement provides for mutual indemnification for breaches of representations and covenants.
Unless
the Exchange Agreement shall have been terminated and the transactions therein contemplated shall have been abandoned, the closing of
the Exchange (the “Closing”) will take place at 5:00 p.m. Pacific Time on the second business day following the satisfaction
or waiver of the conditions (the “Closing Date”). Either party may terminate the Exchange Agreement if a Closing has not
occurred on or before June 30, 2022. As of the date of this filing, the Company is awaiting the passing of its corporate action filed with FINRA so that
the Closing may occur.
About
Tersus Power, Inc.
Tersus
Power Inc. was founded in 2020 as a contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across the U.S
and Canada. Tersus Power is located in Nevada and is in the process of commissioning a facility to manufacture the initial prototypes,
and then ramp up to manufacture 10 modular fueling stations per month. The Company’s manufacturing facility will be located in
the Pittsburgh, PA metroplex.
Tersus
Power bases its Gen3 Modular Hydrogen Fueling Station on the PowerTap PT50, which was originally developed and manufactured by Nuvera
in cooperation with the Department of Energy. Tersus Power’s next generation modular Hydrogen fueling station will utilize the
patented solutions developed by Nuvera and the Department of Energy and will generate up to 1250 Kg of pure Hydrogen daily.
Tersus
Power’s sole objective is to design a safe, adaptable and affordable hydrogen fueling station that allows for rapid development
and deployment of hydrogen fueling infrastructure while minimizing the risk to investors. The Company’s modular prefabricated fueling
stations could be produced on a very large scale and available immediately for delivery to participating sites in order to meet the growing
demand for hydrogen fuel. The success of these stations will build increased confidence in the hydrogen vehicle market for both consumers
and investors.
The
station production equipment will be housed in a modular steel-hardened exoskeleton platform similar to a 40-foot shipping container,
depending on the production requirements for a given site. The platform would contain a fully operational hydrogen production system.
Each fueling station will be preassembled and rigorously tested in Tersus Power’s manufacturing facility to ensure minimum configuration
at time of delivery. The design enhanced side panels that cover the structure will give it a permanent look and feel while providing
further stability to the structure as a whole. The panels will be removable to provide access to production equipment for the purposes
of maintenance and repair.
The
modular fueling station will be placed on site at existing fueling stations on a prepared concrete pad that could support a more permanent
installation. This approach allows for a narrowly focused permitting process which is necessary to connect the modular fueling stations
to on-site utilities supporting the production of hydrogen. This approach eliminates the costly need to transport hydrogen from large-scale
“refineries” to fueling stations.
Tersus
Power generated over $2 million in revenue during 2021 by providing engineering services contracts in the hydrogen industry. There
are no guarantees that the proposed transaction will close.
Services:
Consulting
Services
On
May 10, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with CoroWare, Inc. (“CoroWare”).
Under the terms of the Agreement, the Company is to prepare the following financial reports for CoroWare: (i) Registration Statement
and all subsequent amendments, (ii) Quarterly Reports for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and
(iii) Annual Report for the period ended December 31, 2021. The Agreement shall have a term of one (1) year or until CoroWare’s
Annual Report is filed with OTC Markets or the SEC. The Company shall be compensated a total of $45,000 in three equal payments
of $15,000. As of June 30, 2022, the Company received $45,000 compensation.
On June 29, 2021, the Company entered into a Fee Agreement
(the “Agreement”) for the preparation of a registration statement on Form S-1 and all follow up correspondence with the appropriate
regulatory agencies. As of June 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional
information from its client.
On
December 16, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Palisades Holding Corp, Inc. (“Palisades”).
Under the terms of the Agreement, the Company is to prepare a Registration Statement on Form S-1 (the “Registration Statement”)
and all subsequent amendments to the Registration Statement. The Agreement shall remain in effect for the earlier of six (6) months or
until Palisade’s Registration Statement is filed with the SEC. The Company shall be compensated a total of $25,000 upon the
first funding transaction in an amount of $49,000 or more by Palisade. As of June 30, 2022, the Company has received $- compensation.
On
January 12, 2022, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement
on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. As of June 30, 2022, the Company has completed
all required work under the Agreement.
On
February 1, 2022, the Company entered into a Letter Agreement (the “Agreement”) with Donohoe Advisory Services, Inc. (“Donohoe”)
to provide assistance to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange.
Under the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a
“success fee” in the amount of $10,000 in cash or registered shares of common stock.
On February 5, 2022, the Company entered into a Fee
Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all follow up correspondence with
the appropriate regulatory agencies. As of June 30, 2022, the Company has initiated the work to be completed under the Agreement but is
awaiting additional information from its client.
Revenue
For the years ended June 30, 2022 and 2021, we had $124,506 and $15,000
in revenue. Our revenue for the year ended June 30, 2022 was derived from consulting services with multiple clients and the sales under
its agreements with Amfluent and Chin Industries, LLC. Our revenue for the year ended June 30, 2021 was 100% comprised from consulting
services from one client.
Research
and development
For
the twelve months ended June 30, 2022 and 2021, we had $0 and $0 research and development costs, respectively.
Employees
Currently,
Global Technologies has one part-time employee who devotes approximately 25-30 hours per week to the Company’s operations. We intend
on retaining additional officers, ancillary staff and consultants during the fiscal year ended June 30, 2023 upon closing of the Tersus Power, Inc. transaction.
Potential
Future Acquisitions
In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation
of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole
director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,
or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable
state.
It
is anticipated that any securities issued in any such acquisition would be issued in reliance upon exemption from registration under
application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer
considered an inactive company.
The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may
have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.
While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the
Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such
event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in
significant dilution in the equity of our stockholders.
As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.
With
respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our
stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations
of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although
the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations
and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to ensure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents
will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
There
are no guarantees that we will be successful in Closing any additional acquisitions or mergers.
Competition
We
believe we are an insignificant participant among the firms, which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors.
In
reference to our subsidiary 911 Help Now (“911”), the Personal Emergency Response marketplace
is a large and fragmented market, which has many competitors with larger financial resources than us. Our differentiating factor in this
space is our no monthly fee sales model. 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.
In
reference to our subsidiary HMNRTH (“HMNRTH”),the
market for the sale of CBD-based products is fragmented and intensely competitive. Currently, in the United States, we do not believe
that there are any businesses that can demonstrate or claim a dominant market share of the growing CBD products market. Our competitors
in the retail location sales of CBD-based products include Green Roads, PlusCBD, and Select CBD, and in the digital space include Diamond
CBD, CBDistillery, and Lazarus Natural. We expect that the quantity and composition of the competitive environment will continue to evolve
as the industry matures and new customers enter the marketplace. 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 move forward with any of the options and there is no guarantee
that we will be able to raise the required funds.
In
reference to our newly formed business operation through our subsidiary Markets on Main (“MOM”), the Company’s goal
is to become a leader in sales and distribution of entrepreneur driven products, in a highly competitive industry. We compete with companies
from all industries, some of which have substantially more resources, stronger name recognition, and longer operating histories than
us, and which benefit from greater economies of scale.
We
target products that leverage some sort of intellectual property that we may own or license from the entrepreneurs. Under the Company’s
business plan, we anticipate that certain of our licensors will have reserved the right to manufacture, distribute and sell similar or
identical products. Some of these products could directly compete with our products and could be sold to our customers or directly to
consumers at lower prices than those at which our products are sold. Our competitors for MOM include Funko, Inc. and Edison Nation, Inc.
to name a few. We anticipate generating revenue through MOM during the current fiscal quarter through our fulfillment relationships with
QVC and TBD Safety.
Investment
Company Act 1940
Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to
regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of
investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests
in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an
investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as
to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences.
We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Intellectual
Property
We
own no intellectual property.
Corporate
Information
Our
principal executive offices are located at 501 1st Ave N., Suite 901, St. Petersburg, FL 33701. Our telephone number is (727)
482-1505.
Available
Information
Our
website, www.globaltechnologiesltd.info, provides access, without charge, to our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material
is electronically filed with the Securities and Exchange Commission (“SEC”). The information provided on our website is not
part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced
elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements,
and other information regarding our company that we file electronically with the SEC.
Item
1A. Risk Factors.
You
should carefully consider the risks described below and other information in this prospectus, including the financial statements and
related notes that appear at the end of this prospectus, before deciding to invest in our securities. These risks should be considered
in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein. If any
of the following risks actually occur, they could materially adversely affect our business, financial condition, operating results or
prospects. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our
business, financial condition, operating results and prospects.
Risks
Relating to Our Company
We
have incurred significant losses and anticipate future losses.
As
of June 30, 2022, we had an accumulated deficit of $166,444,337 and a stockholders’ deficit of approximately $947,748.
Future
losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth
in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial
statements for the years ended June 30, 2022 and 2021, an explanatory paragraph stating that there is substantial doubt about our ability
to continue as a going concern.
Our
existing financial resources are insufficient to meet our ongoing operating expenses.
We
have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless
we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis,
we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management
and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance
that this series of events will be successfully completed.
Scarcity
of, and competition for, business opportunities and combinations.
We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.
We
may be negatively affected by adverse general economic conditions.
Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies,
wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such
changes could have a material adverse effect on our business, financial condition, and results of operations.
Because
our principal shareholder controls our activities, he may cause us to act in a manner that is most beneficial to himself and not to other
shareholders which could cause us not to take actions that outside investors might view favorably.
Our
principal shareholder, our sole officer and director, has voting authority for approximately ninety six percent (96%) of our
outstanding common stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of
directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also
have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of
ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view
favorably.
Our
director may have conflicts of interest which may not be resolved favorably to us.
Certain
conflicts of interest may exist between our sole director and us. Our sole Director has other business interests to which he devotes
his attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts
of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See “Directors
and Executive Officers” (page 31 below), and “Conflicts of Interest” (page 32 below).
We
may depend upon outside consultants/advisors; who may not be available on reasonable terms and as needed.
To
supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors.
Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or
other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates,
if they are able to provide the required services.
We
may not be able to meet the filing and internal control reporting requirements imposed by the Securities and Exchange Commission, which
may result in a decline in the price of our common shares and an inability to obtain future financing.
As