UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
For
the fiscal year ended June 30, 2023
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: (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)
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. ☐
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark
whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2022 (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 $1,448,844. The registrant does not have non-voting common stock outstanding.
As
of December 27, 2023, there were 14,688,440,097
shares of the registrant’s Class A common stock outstanding.
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.
OTHER
PERTINENT INFORMATION
As
used in this annual report, “Global Technologies,” the “Company,” “we,” “us,” or “our”
refer to Global Technologies, Ltd, a Delaware corporation, and all of its subsidiaries, unless otherwise indicated.
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.
TABLE
OF CONTENTS
PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 12
Item 1B. Unresolved Staff Comments 31
Item 2. Properties 31
Item 3. Legal Proceedings 31
Item 4. Mine Safety Disclosures 31
PART II
Item 6. Selected Financial Data 34
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 37
Item 8. Financial Statements and Supplementary Data 38
Item 9A. Controls and Procedures 39
Item 9B. Other Information 40
PART III
Item 10. Directors, Executive Officers and Corporate Governance 42
Item 11. Executive Compensation 44
Item 14. Principal Accounting Fees and Services 47
PART IV
Signatures 49
PART
I
Item
1. Business.
Overview
Global
Technologies, Ltd 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.
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.
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:
Fox
Trott Tango, LLC Acquisition
On
June 20, 2023, the Company (the “Buyer”) and TXC Services, LLC (“Seller”)
(together, the “Parties”) entered into a Membership Interest Purchase Agreement (“MIPA”) for the purchase of
all 2,500,000 issued and outstanding Membership Units (“Membership Units”) of Fox Trot Tango, LLC (“FTT”), a
Delaware limited liability company.
Subsequent to year end
(July 25, 2023), the Parties entered into an Amended and Restated Membership Interest Purchase Agreement, Assignment, Secured Convertible
Note, Securities Purchase Agreement and a Security Agreement and Pledge of Membership Units. In addition, the Company executed a Guaranty
Agreement for the benefit of TK Management Services, LLC.
On
this same date, the Company’s new wholly owned subsidiary, FTT, executed a Deed to Secure Debt in favor of the Seller.
Amended
and Restated Membership Interest Purchase Agreement (“Amended MIPA”)
The
purchase price for the purchase of all Membership Units was $6,500,000 payable from the Buyer to the Seller as follows:
(a)
Buyer’s assumption of a certain promissory note in favor of TK Management Services, Inc. (“TK”), in the principal amount
of $1,500,000 dated January 6, 2022 (“TK Secured Note”) secured by the Property as collateral, pursuant to a certain Deed
to Secure Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (“TK Security Deed”)
and other liabilities; and
(b)
The issuance of a Secured Convertible Note, in the principal amount of $1,600,000, in favor of Seller (“Seller Secured Note”)
and Securities Purchase Agreement (“Seller SPA”), secured by the Property as collateral, pursuant to a certain Deed to Secure
Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (“Seller Security Deed”),
subordinate to the TK Security Deed and by the Purchased Interest; and
(c)
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:
In
the event that the Buyer is in default under this Agreement, or any of the Transaction Documents including, but not limited to, the assumption
and guaranty of the TK Secured Note, the TK Security Deed, the Seller Secured Note, Seller SPA, the Seller Security Deed or if Buyer
fails to issue to Seller duly authorized the Series L Preferred, the Seller shall have the right to exercise any and all remedies under
the this Agreement and the other Transaction Documents, including, but not limited to, exercising its right to receive a return of the
Purchased Interest pursuant to an assignment from Buyer, without recourse by the Buyer, in accordance with the Collateral Assignment.
Securities
Purchase Agreement (“Seller SPA”)
On
July 25, 2023, the Company and TXC Services, LLC entered into the Seller SPA for the issuance and
sale of a Secured Convertible Note with an initial principal amount of $1,600,000 (the “Seller Secured Note”).
The
Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Seller
Secured Note. The Securities Purchase Agreement contains representations and warranties of the Company and the Investor that are
typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are
qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations
and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those
disclosure schedules and the documentation surrounding the transaction as a whole.
The
Securities Purchase Agreement also obligates the Company to indemnify the Investor for certain losses resulting from (1) any misrepresentation
or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of
the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or
connection with the Securities Purchase Agreement and (3) certain third party claims.
Secured
Convertible Note (“Seller Secured Note”)
On
July 25, 2023, the Company and FTT (collectively, 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.
The
Seller Secured Note will contain events of default that are typical for transactions of this type, as well as the following events:
● the failure to comply with certain covenants of the Seller Secured Note.
The
Seller Secured Note will contain a variety of covenants on the part of Company that are typical for transactions of this type, as well
as the following covenants:
● the Company will not incur any liens, except for certain permitted liens;
Secured
Promissory Note between Fox Trot Tango, LLC and TK Management Services, LLC (“TK Secured Note”)
On
January 6, 2023, Fox Trot Tango, LLC (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.
Guaranty
Agreement between the Company and TK Management Services, LLC
Global
Technologies, Ltd (“Guarantor”) agreed to assume and guaranty all liabilities and obligations under the TK Secured Note and
TK Security Deed previously executed by its new wholly owned subsidiary, Fox Trot Tango, LLC (“Borrower”).
Guarantor
hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in
nature and applies to all presently existing and future Guaranteed Obligations.
Security
Agreement and Pledge of Membership interest between the Company and TXC Services, LLC
Global
Technologies, Ltd (“Pledgor”) has agreed to grant to TXC Services, LLC (“Pledgee”) a security interest (the “Security
Interest”) in and to all of its right, title and ownership interest in and to the Interests whether derived under the Certificate
of Formation, the Operating Agreement, or otherwise, including, the Pledgor’s status as a Member of Fox Trot Tango, LLC (“FTT”),
and the Pledgor’s right to participate in the management of the business and affairs of FTT (“Collateral”) to secure
all liabilities and obligations of Pledgor to Pledgee.
To
secure the complete and timely satisfaction of all liabilities, indebtedness and obligations of Pledgor to Pledgee under the Transaction
Documents (collectively, the “Obligations”) pertaining to the Amended MIPA, the Pledgor herewith pledges, delivers, and assigns
to the Pledgee and grants a first lien and security interest in favor of the Pledgee in and to the Interest (including Pledgor Total
Rights in the Company). Provided there is not an Event of Default (as defined below), the aforesaid pledge shall be released within five
(5) days after the date when the Pledgor and Company) have performed all Obligations under the Transaction Documents.
The
Pledgor does hereby appoint Pledgee or its assignee, as Pledgor’s true and lawful attorney and in its name, place and stead, upon
the occurrence of an Event of Default to cause the Interests to be transferred on the books of FTT to the name of Pledgee or to such
other party as is designated by Pledgee. In furtherance of the preceding, Pledgor has delivered to Pledgee the Assignment of Member’s
Interests, which instrument Pledgee shall hold in escrow and shall be entitled to (but not obligated to) release from escrow upon the
occurrence of an Event of Default under any of the Transaction Documents.
An Event of Default under this
Pledge shall include:
(a) The non-compliance or non-performance
of the Company or Pledgor, under or of any term or condition when compliance or performance would otherwise be due under any Transaction
Document.
(b) The adjudication of Pledgor
or the Company as bankrupt or insolvent, or entry of any order, remaining unstayed by appeal or otherwise for ten (10) days, appointing
a receiver or trustee for the Pledgor or the Company or for all or any of Pledgor’s or the Company’s assets, or the filing
by or against the Pledgor or the Company of a petition seeking any of the foregoing or consenting thereto, or the filing of a petition
to take advantage of any debtors’ act, or making a general assignment for the benefit of creditors or admitting in writing inability
to pay debts as they mature.
(c) The dissolution of the Pledgor and the failure of the successor owner
of such Pledgor’s Interests to execute a joinder to this Pledge with five (5) business days after transfer of such Interests to
such successor.
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, labelling 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 labelling 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, fulfilment 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. As the Company elected to terminate the Share Exchange Agreement with Tersus Power, Inc. (Nevada), it does not anticipate
any operations under its wholly owned subsidiary.
Share Exchange Agreement
with Tersus Power, Inc. (Nevada)
During
the three months ended March 31, 2023, the Company received notification from FINRA that the proposed corporate action submission, as
noted within the Tersus Power Share Exchange Agreement, had passed the allotted time for the corporate action to become effective. The
Company is in the process of refiling the same corporate action. The delay on the corporate action becoming effective has required Tersus
Power to seek alternate financing and to reevaluate its business plan. On May 24, 2023, the Company notified Tersus Power that it has
elected to terminate the Exchange Agreement as per section 5.1(a)(iv). Please seeNOTE F – NOTE RECEIVABLE for further information.
Consulting
Services
On January 12, 2022, the
Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all
follow up correspondence with the appropriate regulatory agencies. The Company was fully compensated for its services during the period
ended March 31, 2022 and has fulfilled its obligations under the Agreement.
On February 1, 2022, the
Company entered into a Letter Agreement (the “Agreement”) with Donohoe Advisory Services, Inc. (“Donohoe”) to
provide assistance to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. Under
the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a “success
fee” in the amount of $10,000 in cash or registered shares of common stock. During the three months ended September 30, 2022,
the Company requested and received the balance of the retainer as it does not anticipate requiring any additional assistance from Donohoe.
On February 5, 2022, the
Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all
follow up correspondence with the appropriate regulatory agencies. As of June 30, 2023, the Company has initiated the work to be completed
under the Agreement but is awaiting additional information from its client.
Research
and development
For
the years ended June 30, 2023 and 2022, we had $0 and $0 research and development costs, respectively.
Employees
Currently,
Global Technologies has one full-time employee. We intend on
retaining additional officers, ancillary staff and consultants during the fiscal year ended June 30, 2024.
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 other dropship entities.
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 office is located at 8 Campus Drive, Suite 105
Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. Our website address is www.globaltechnologiesltd.info.
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, 2023, we had an accumulated deficit of $167,478,377 and a stockholders’ deficit of approximately $4,528,007.
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, 2023 and 2022, 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 former sole officer and director
controls our voting 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 former sole officer and director, has voting authority
for approximately ninety percent (90%) of our outstanding voting 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 transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited