UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
For
the fiscal year ended June 30, 2025
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, 2024 (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 $2,937,688. The registrant does not have non-voting common stock outstanding.
As
of December 29, 2025, 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 on Form 10-K (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 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 are reliable, neither we nor our management have independently verified any of the data from such sources
referred to in this Annual Report 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 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.
TABLE
OF CONTENTS
PAGE
PART I
Item 1. Business 5
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 26
Item 1C. Cybersecurity 26
Item 2. Properties 26
Item 3. Legal Proceedings 26
Item 4. Mine Safety Disclosures 26
PART II
Item 6. Selected Financial Data 29
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 32
Item 8. Financial Statements and Supplementary Data 33
Item 9A. Controls and Procedures 62
Item 9B. Other Information 63
PART III
Item 10. Directors, Executive Officers and Corporate Governance 65
Item 11. Executive Compensation 68
Item 14. Principal Accounting Fees and Services 73
PART IV
Signatures 75
PART
I
Item
1. Business.
Overview
Global
Technologies, Ltd (“Global Technologies”) 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 806 Green Valley Road, Suite 200, Greensboro, North Carolina 27408 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 is a multi-operational company with a strong desire to drive transformative innovation and sustainable growth across
the technology and service sectors, empowering businesses and communities through advanced, scalable solutions that enhance connectivity,
efficiency, and environmental stewardship. The Company envisions a future where technology seamlessly integrates into every aspect of
life, improving the quality of life and the health of the planet. Our vision is to lead the industries we serve with groundbreaking initiatives
that set new standards in innovation, customer experience, and corporate responsibility, thereby creating enduring value for all shareholders.
Our
wholly owned operating subsidiaries:
About
Primecare Supply, LLC
Primecare
Supply, LLC (“Primecare Supply”) was formed as a Wyoming limited liability company on October 22, 2024, and commenced operations
in May 2025. Primecare Supply operates as a business-to-business (B2B) procurement company powered by the proprietary Sinq Ops software
platform. The Company’s mission is to streamline and modernize the pharmaceutical supply chain by connecting fully licensed and
compliant 503B pharmaceutical manufacturers with licensed medical clinics across the United States.
Primecare
Supply facilitates these connections through both direct-to-clinic relationships and a network of authorized reseller partners. By leveraging
its Sinq Ops technology, the Company provides secure, transparent, and fully compliant ordering, fulfillment, and payment workflows.
Primecare Supply earns revenue on a per-transaction basis for facilitating these procurement activities.
Since
launching operations, Primecare Supply has established contractual relationships with multiple 503B manufacturers, several reseller partners,
and hundreds of licensed medical clinics actively utilizing the Sinq Ops procurement portal to manage their product supply needs.
Management
believes Primecare Supply represents a core growth engine for Global Technologies, Ltd., offering scalable infrastructure, recurring
transaction-based revenue, and a technology-enabled compliance advantage in the expanding health and wellness market.
About
GTLL Advisory Group, LLC
GTLL
Advisory Group, LLC (“GTLL Advisory”) was formed as a Wyoming limited liability company on May 20, 2025, as a wholly owned
subsidiary of Global Technologies, Ltd. (“Global” or the “Company”). GTLL Advisory did not commence financial
operations during fiscal year 2025.
GTLL
Advisory, operating under the trade name GloWell Advisors, was established to serve as the Company’s strategic consulting and advisory
platform. The subsidiary’s mission aligns with Global’s broader focus on advancing innovation and technology within the health
and wellness industries.
GTLL
Advisory’s purpose is to provide business transformation and value-enhancement services to small and mid-sized enterprises—particularly
medical spas, wellness clinics, and professional service practices—through data-driven consulting, operational optimization, and
access to technology resources developed within the Global ecosystem.
Rooted
in Global’s commitment to building sustainable businesses that improve both human and organizational well-being, GTLL Advisory
intends to combine strategy, technology, and financial insight to help clients achieve measurable growth and long-term stability.
Management
expects GTLL Advisory to commence revenue-generating operations in fiscal year 2026 as part of Global’s expanding health-technology
and advisory services portfolio.
About
10 Fold Services, LLC
10
Fold Services, LLC (“10 Fold Services”) was formed as a Wyoming limited liability company on November 22, 2023. 10 Fold Services
was established as a strategic consulting and procurement agency focused on go-to-market planning and execution for companies in the
health and wellness sector. Through an automation-first approach, 10 Fold Services integrated internal and external resources to deliver
cost-effective and scalable marketing, sales, and technology solutions.
During
fiscal 2024, 10 Fold Services entered into agreements with a 503B pharmaceutical supplier to promote and facilitate the sale of GLP-1-based
products under the FDA’s “shortage” provisions then in effect. In June 2025, following changes in FDA regulations and
the expiration of the GLP-1 shortage allowance, the Company and its supplier mutually agreed to close all active contracts. As a result,
10 Fold Services ceased procurement operations and currently remains idle.
The
limited liability company remains in good standing, though management has not yet determined its future direction. To preserve continuity
across business lines, 10 Fold Services transferred—at no cost—certain intellectual property, including customer and supplier
contacts and access to proprietary software systems, to Primecare Supply, LLC, another wholly owned subsidiary of Global Technologies,
Ltd.
Management
believes this transition allows Global to consolidate its resources and focus on expanding Primecare Supply’s operational and technology
platforms within the broader health-and-wellness market
About
GOe3, LLC
GOe3,
LLC (“GOe3”) was formed as an Arizona limited liability company on February 12, 2000 and was acquired by Global Technologies,
Ltd. (“Global” or the “Company”) pursuant to a Share Exchange Agreement executed on March 15, 2024. GOe3 was
originally intended to develop and operate a network of universal electric vehicle (“EV”) charging stations positioned approximately
every 45 to 75 miles along major U.S. interstate highways. The company’s platform was designed to include universal charging hardware,
integrated solar deployment, and a proprietary travel and business portal supporting multiple revenue streams.
During
fiscal 2025, Global determined that GOe3 had not met key operational and financial milestones required under the Share Exchange Agreement.
As a result, Global elected to terminate and cancel the acquisition and all related agreements. The cancellation of the GOe3 transaction
was previously disclosed on the Company’s Form 8-K filing on July 2, 2025 with reference to the Company’s Board Resolution
passed by the Board of Directors on June 30, 2025.
Following
the termination, Global wrote off its investment in GOe3 and all associated goodwill as of June 30, 2025. GOe3, LLC is no longer a subsidiary
of Global Technologies, Ltd.
Management
believes the decision to unwind the acquisition allowed Global to reallocate resources toward its core business segments in health technology,
procurement, and strategic advisory services.
Research
and development
For
the years ended June 30, 2025 and 2024, we had $0 and $0 research and development costs, respectively.
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
Primecare
Supply, LLC
Primecare
Supply, LLC operates in a highly competitive segment of the pharmaceutical distribution and procurement industry. The Company competes
primarily with fully licensed 503B pharmaceutical manufacturers that sell products directly to medical clinics, as well as with other
third-party sales and distribution organizations serving the same market.
Management
believes Primecare Supply’s competitive advantages lie in its diversified product offerings and the ease of use, transparency,
and compliance provided through its proprietary Sinq Ops buying portal. These features streamline purchasing workflows for clinics and
resellers while maintaining strict regulatory adherence.
Despite
these advantages, management recognizes that significant competitive forces remain within the industry. The Company intends to continuously
monitor both regulatory developments and market competition to ensure that future investments and expansion strategies are executed prudently
and in alignment with long-term stakeholder value.
GTLL
Advisory Group, LLC
GTLL
Advisory Group, LLC (“GTLL Advisory”) operates in a highly competitive segment of the professional services industry, particularly
within the medical spa and wellness clinic sector. Numerous consultants, coaches, and marketing firms actively target this market, creating
a crowded and fragmented competitive landscape.
Management
recognizes the intensity of this competition but believes GTLL Advisory’s holistic, fiduciary-based approach—focused on solving
real operational and financial challenges—differentiates the Company from traditional marketing or coaching firms. By integrating
sound business fundamentals, strategic advisory services, and measurable implementation support, GTLL Advisory aims to build healthier
and more sustainable client businesses.
Management
will continue to closely monitor customer acquisition performance, service quality, and market trends to ensure disciplined growth and
long-term stakeholder value.
10
Fold Services, LLC
Management
is not providing a current competitive analysis for 10 Fold Services, LLC at this time. During fiscal year 2025, all active business
operations and related commercial activities of 10 Fold Services were transitioned to Primecare Supply, LLC, a newly formed and wholly
owned operating subsidiary of Global Technologies, Ltd. As such, 10 Fold Services is presently inactive, and any discussion of competitive
conditions applicable to its former operations is no longer relevant to the Company’s ongoing business strategy.
Intellectual
Property
We
rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures
and contractual restrictions, to establish, maintain and protect our proprietary rights. Our success depends partly on our ability to
obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights
of others, and to prevent others from infringing our proprietary rights.
As
of June 30, 2025, we had zero patents and zero patents pending.
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.
Corporate
Information
Our
principal executive office is located at 806 Green Valley Road, Suite 200, Greensboro, North Carolina 27408 and our telephone number
is (973) 233-5151. Our website address is www.globaltechnologiesltd.info.
Human
Capital Resources
Our
experienced employees and management team are some of our most valuable resources, and we are committed to attracting, motivating, and
retaining top talent. As of June 30, 2025, we had 2 full-time employees. None of our employees are represented by a union or covered
by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees
to be good.
Our
success is directly related to the satisfaction, growth, and development of our employees. We strive to offer a work environment where
employee opinions are valued and allow our employees to use and augment their professional skills. To achieve our human capital goals,
we intend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of
expertise and continue to provide our personnel with personal and professional growth. We emphasize several measures and objectives in
managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee
engagement, development and training, diversity and inclusion, and compensation and pay equity.
Diversity
and Inclusion and Ethical Business Practices. We believe that a company culture focused on diversity and inclusion is a crucial driver
of creativity and innovation. We also believe that diverse and inclusive teams make better business decisions, ultimately driving better
business outcomes. We are committed to recruiting, retaining, and developing high-performing, innovative, and engaged employees with
diverse backgrounds and experiences. This commitment includes providing equal access to, and participation in, equal employment opportunities,
programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity,
stereotypes, or assumptions based thereon. We welcome and celebrate our teams’ differences, experiences, and beliefs, and we are
investing in a more engaged, diverse, and inclusive workforce.
We
also foster a strong corporate culture that promotes high standards of ethics and compliance for our business, including policies that
set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We also
maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or unethical
business conduct on the part of our businesses, employees, officers, directors, or vendors.
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, 2025, we had an accumulated deficit of $167,555,637 and stockholders’ deficiency of $1,153,279.
Future
losses are likely to occur until we are able to achieve sustained revenue growth through the expansion and successful operation of our
existing subsidiaries. While management believes these subsidiaries present opportunities for growth, there can be no assurance that
such expansion will generate sufficient revenues in the near term to cover our operating expenses. If we are unable to scale our operations
and achieve profitability, we may be required to seek additional capital through equity or debt financings, which could dilute existing
shareholders or increase our financial risk. 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, 2025 and 2024, 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.
Our
officers and directors may have conflicts of interest which may not be resolved favorably to us.
Certain
conflicts of interest may exist between our officers and directors and us. Our officers and directors have other business interests to
which they devote their 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 65 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
directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring
each public company to include a report of management on the company’s internal controls over financial reporting in its annual
reports. In addition, the independent registered public accounting firm auditing a company’s financial statements may have to also
attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting.
We may be required to include a report of management on its internal control over financial reporting. The internal control report must
include a statement:
Furthermore,
our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained,
in all material respects, effective internal control over financial reporting.
While
we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of
the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In
the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to
our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and
ability to obtain equity or debt financing as needed could suffer.
In
addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection
with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy
itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file
our Annual Report on Form 10-K with the SEC, which could also adversely affect the market price of our common stock and our ability to
secure additional financing as needed.
Reporting
requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable
internal controls over financial reporting, are costly and may increase substantially.
The
rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require
that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally,
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain
adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited
technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over
financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in
our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial
condition and result in loss of investor confidence and a decline in our share price.
As
a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of
2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these
rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming
or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly,
and current reports with respect to our business and operating results.
We
are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial
and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,
corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue
to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare
for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions;
personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement
internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand
dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur
additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the
costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar
functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate,
may also be material.
In
addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’
and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors, our board committees or as executive officers.
The
increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to
reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased
costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material
adverse effect on our business, financial condition and results of operations.
We
have material weakness in our controls and procedures.
We
have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated
Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in
2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded
that our internal control over financial reporting was not effective as of June 30, 2025 and 2024 for the reasons discussed below:
Management
identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over
financial reporting as of June 30, 2025:
● Material Weakness – Inadequate segregation of duties.
The
management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase
the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This
will include, but not limited to, the following:
● The retention of outside consultants to review our controls and procedures
A
significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects
the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements
that is more than inconsequential will not be prevented or detected by the entity’s internal control.
A
material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented
or detected on a timely basis.
General
Business Risks
We
are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.
If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience
increases in our compensation costs, our business may materially suffer.
We
are highly dependent on our management team. If we lose key employees, our business may suffer. Furthermore, our future success will
also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key
personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience
intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our
business. Because of this competition, our compensation costs may increase significantly.
We
will need to raise additional capital to continue operations over the coming year.
We
anticipate the need to raise approximately $500,000 in additional capital to fund our operations through June 30, 2026. The Company expects
to use these proceeds primarily to support public company compliance requirements and to scale the operations of its active subsidiaries,
Primecare Supply, LLC and GTLL Advisory Group, LLC.
There
can be no assurance that the Company will be successful in raising the required funds or that it will generate sufficient revenue to
sustain operations during this period.
We
may be unable to manage growth, which may impact our potential profitability.
Successful
implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:
● Establish definitive business strategies, goals and objectives;
● Maintain a system of management controls; and
If
we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our
stock price may decline.
Our
lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
We
may in the future be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated
with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods
of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. While neither Delaware law