GTLL 10-Q/A
Global Technologies Ltd (GTLL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION
FILE NUMBER
(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:
A Registered Agent, Inc.
8 The Green, Suite A
Dover, DE 19901
(302) 288-0670
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| OTC Markets “PINK” |
As of March 23, 2026, there were shares of registrant’s Class A common stock outstanding.
GLOBAL TECHNOLOGIES, LTD
FORM 10-Q
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025
INDEX
| i |
Explanatory Note
The amendments contained herein primarily relate to updates and refinements of certain disclosures and classifications determined to be non-material to the previously issued financial statements, specifically Note K and Note L. No changes have been made that materially affect the Company’s reported financial position, results of operations, or cash flows for the periods presented.
This Form 10-Q/A has been reviewed by the Company’s independent registered public accounting firm and is being filed to ensure the Company’s disclosures are complete, accurate, and consistent with applicable reporting standards. Accordingly, this filing amends and restates the Original Filing in its entirety.
| ii |
USE OF MARKET AND INDUSTRY DATA
This Quarterly Report on Form 10-Q includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Quarterly Report on Form 10-Q are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Quarterly Report on Form 10-Q or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Quarterly Report on Form 10-Q to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Quarterly Report on Form 10-Q.
Solely for convenience, we refer to trademarks in this Quarterly Report on Form 10-Q without the ® or the ™ or symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.
OTHER PERTINENT INFORMATION
Unless the context otherwise indicates, when used in this Quarterly Report on Form 10-Q, the terms “Global Technologies” “we,” “us,” “our,” the “Company” and similar terms refer to Global Technologies, Ltd, a Delaware corporation, and all of our subsidiaries and affiliates.
| iii |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the period ended December 31, 2025 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, the terms, timing and closing of our proposed acquisitions or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report on Form 10-Q is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to confirm these statements to actual results, unless required by law.
You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:
| ● | Our ability to effectively execute our business plan; | |
| ● | Our ability to manage our expansion, growth and operating expenses; | |
| ● | Our ability to protect our brands and reputation; | |
| ● | Our ability to repay our debts; | |
| ● | Our ability to rely on third-party suppliers outside of the United States; | |
| ● | Our ability to evaluate and measure our business, prospects and performance metrics; | |
| ● | Our ability to compete and succeed in a highly competitive and evolving industry; | |
| ● | Our ability to respond and adapt to changes in technology and customer behavior; | |
| ● | Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives; | |
| ● | Risks related to the anticipated timing of the closing of any potential acquisitions; and | |
| ● | Risks related to the integration with regards to potential or completed acquisitions. |
This Quarterly Report on Form 10-Q also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Quarterly Report on Form 10-Q and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, the possibility that we may fail to preserve our expertise in consumer product development; that existing and potential distribution partners may opt to work with, or favor the products of, competitors if our competitors offer more favorable products or pricing terms; that we may be unable to maintain or grow sources of revenue; that we may be unable maintain profitability; that we may be unable to attract and retain key personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers; that we may have unexpected increases in costs and expenses. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
| iv |
PART I
INDEX TO FINANCIAL STATEMENTS
GLOBAL TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Security deposit | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued executive compensation | ||||||||
| Notes payable-third parties | ||||||||
| Loans payable, related party | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ (DEFICIENCY): | ||||||||
| Preferred stock; shares authorized, $ par value: | ||||||||
| Series N; shares authorized, par value $, as of December 31, 2025 and June 30, 2025, there are shares outstanding, respectively | ||||||||
| Series P; shares authorized, par value $, as of December 31, 2025 and June 30, 2025, there are and shares outstanding, respectively | ||||||||
| Class A Common stock; shares authorized, $ par value, as of December 31, 2025 and June 30, 2025, there are and shares issued and outstanding, respectively | ||||||||
| Additional paid- in capital Class A common stock | ||||||||
| Additional paid- in capital preferred stock | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficiency | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
GLOBAL TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three and six months ended December 31, 2025 and 2024
For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Restated-See Note K) | (Restated-See Note K) | |||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less shared revenue | ||||||||||||||||
| Net revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Officer compensation | ||||||||||||||||
| Salaries | ||||||||||||||||
| Professional services | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expenses) | ||||||||||||||||
| Gain (loss) on derivative liability | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Basic and diluted income (loss) per common share | $ | ) | $ | ) | $ | $ | ||||||||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIENCY)
(UNAUDITED)
For the three and six months ended December 31, 2025 and 2024
Series K Preferred | Series N Preferred | Series P Preferred | Common Stock to | Additional | ||||||||||||||||||||||||||||||||||||||||||||
| stock | stock | stock | Common Stock | be | Paid in | Accumulated | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Issued | Capital | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of Series P preferred stock for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Net income for the three months ended September 30, 2025 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss for the three months ended December 31, 2025 | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income for the three months ended September 30, 2024(as restated Note K) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net loss for the three months ended December 31, 2024 (as restated Note K) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 Restated (See Note K) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
GLOBAL
TECHNOLOGIES, LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended December 31, 2025 and 2024
For the six 2025 | For the six 2024 (Restated-See Note K) | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ||||||
| Adjustment to reconcile net income (loss) to net cash provided (used) by operating activities: | ||||||||
| Gain on derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Security deposit | ( | ) | ||||||
| Accounts receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued interest | ||||||||
| Accrued compensation | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Net cash provided (used) by investing activities | ||||||||
| FINANCING ACTIVITIES: | ||||||||
| Issuance Series P Preferred stock for cash | ||||||||
| Repayment loan payable – related party | ( | ) | ( | ) | ||||
| Payments on notes payable | ( | ) | ||||||
| Net cash provided (used) by financing activities | ( | ) | ||||||
| NET (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE A – ORGANIZATION
Overview
Global Technologies, Ltd (hereinafter the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd.
Our principal executive offices are located at 806 Green Valley Road, Suite 200, Greensboro, North Carolina 27408 and our telephone number is (336) 740-9017. The information contained on, or that can be accessed through, our website is not a part of this Annual Report on Form 10-K. We have included our website address in this Annual Report solely as an inactive textual reference.
Current Operations
Global Technologies, Ltd. (“Global” or the “Company”) is a diversified, multi-operational company focused on developing and scaling innovative businesses within the healthcare, wellness, and technology-enabled services sectors. The Company’s strategy is centered on building and managing subsidiaries that leverage technology to improve business performance, operational efficiency, and access to quality healthcare resources.
Global’s current operations are conducted primarily through two wholly owned subsidiaries: Primecare Supply, LLC and GTLL Advisory Group, LLC.
Global Technologies’ broader mission is to build and support companies that create meaningful, measurable improvements in human and organizational well-being. The Company believes that its approach—combining innovative technology platforms, disciplined operational execution, and strategic advisory support—positions it to generate sustainable growth and long-term value for its 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.
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.
| 5 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE A – ORGANIZATION (cont’d)
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 in the Company’s Form 8-K filings.
Following the termination, GOe3, LLC is no longer a subsidiary of Global Technologies, Ltd., and management is not aware of any continuing operations within GOe3 at this time.
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.
| 6 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE B – BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2025 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and six months ended December 31, 2025 are not necessarily indicative of the operating results for the full fiscal year or any future period.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 as filed with the Securities and Exchange Commission on December 30, 2025. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2025, and updated, as necessary, in this Quarterly Report on Form 10-Q.
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2025 filed with the Securities and Exchange Commission on December 30, 2025.
Principles of Consolidation
The consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.
As of December 31, 2025, Global Technologies, Ltd. (“Global” or the “Company”) had three wholly owned subsidiaries: 10 Fold Services, LLC (“10 Fold Services”), Primecare Supply, LLC (“Primecare Supply”), and GTLL Advisory Group, LLC (“GTLL Advisory”).
During fiscal year 2025, 10 Fold Services operated as the Company’s primary revenue-generating subsidiary through its 503B pharmaceutical procurement and sales activities. In June 2025, 10 Fold Services closed its contracts following regulatory changes in the GLP-1 pharmaceutical market, and the Company subsequently transitioned its operational focus and certain assets—including intellectual property and technology resources—to Primecare Supply.
Primecare Supply, LLC and GTLL Advisory Group, LLC were newly formed during fiscal year 2025 and represent the Company’s ongoing operating entities. Primecare Supply serves as a B2B procurement and technology platform, while GTLL Advisory focuses on strategic consulting and business optimization services for the health and wellness industry.
The Company completed the dissolution of Foxx Trot Tango, LLC (“Foxx Trot”) during fiscal year 2025 and finalized the unwinding and return of ownership of GOe3, LLC (“GOe3”) to its original members pursuant to a mutual cancellation agreement executed during the same period.
| 7 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Cash Equivalents
Investments
having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the
periods presented, the Company had
Accounts Receivable and Allowance for Doubtful Accounts:
Accounts
receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as
necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating
bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts
to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts
requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing
the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection
experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based
on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio
as a whole. At December 31, 2025 and June 30, 2025, there were
Concentrations of Risks
Concentration
of Accounts Receivable – On December 31, 2025 and June 30, 2025, the Company had $
Concentration
of Revenues – For the six months ended December 31, 2025 and 2024, the Company generated revenues of $
Concentration of Suppliers – For the six months ended December 31, 2025 and 2024, the Company maintained relationships with pharmaceutical compounding suppliers supporting its operating subsidiaries. During the six months ended December 31, 2024, substantially all product sourcing was conducted through a single supplier under the Company’s prior operating model within its 10 Fold Services subsidiary.
During the six months ended December 31, 2025, the Company’s Primecare Supply, LLC subsidiary expanded its supplier relationships and integrated multiple FDA-registered 503B outsourcing facilities into its procurement platform. Under the current operating model, these suppliers transact directly with clinics and medical spas, while the Company earns revenue through sales, marketing, and supply chain management services. As of December 31, 2025, the Company had relationships with five 503B suppliers, and purchases were concentrated among a limited number of these suppliers.
Income Taxes
In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.
We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2025, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.
| 8 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Financial Instruments and Fair Value of Financial Instruments
We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
| Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities |
| Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data |
| Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. |
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.
Derivative Liabilities
We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.
The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Please see NOTE G - DERIVATIVE LIABILITY for further information.
| 9 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Long-lived Assets
Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
Accounting for Investments - The Company accounts for investments based upon the type and nature of the investment and the availability of current information to determine its value. Investments in marketable securities in which there is a trading market will be valued at market value on the nearest trading date relative to the Company’s financial reporting requirements. Investments in which there is no trading market from which to obtain recent pricing and trading data for valuation purposes will be valued based upon management’s review of available financial information, disclosures related to the investment and recent valuations related to the investment’s fundraising efforts.
Deferred Financing Costs
Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt.
Revenue recognition
Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606:
Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.
Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur.
| 10 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.
Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time.
Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards.
Net Revenue Presentation and Principal vs. Agent Considerations
During the current fiscal period, the Company has transitioned its operating model to focus on direct-to-clinic sales through its subsidiary, Primecare Supply, LLC. Under this model, the Company facilitates transactions between licensed pharmaceutical manufacturers and licensed medical providers but does not take ownership or physical possession of the underlying pharmaceutical products.
In accordance with ASC 606, the Company evaluates whether it acts as a principal or an agent in these transactions. Based on this assessment, management has concluded that the Company acts as an agent, as it does not control the specified goods prior to transfer to the customer, does not assume inventory risk, and its consideration is earned in the form of a defined margin or fee for facilitating the transaction.
Accordingly, the Company recognizes revenue on a net basis, representing the amount of consideration to which it expects to be entitled for its performance in facilitating these transactions. This net presentation is reflected as revenue in the accompanying consolidated financial statements.
Prior to this transition, the Company recognized revenue on a gross basis associated with wholesale distribution arrangements, with corresponding revenue-sharing obligations recorded as cost of revenues. The current presentation results in lower reported revenue compared to historical periods; however, it more appropriately reflects the Company’s role in the transaction under ASC 606 and the economics of its current business model.
Stock-Based Compensation
We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. The Company accounts for non-employee stock-based awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Under the new standard, the Company will value all equity classified awards at their grant-date under ASC718 and no options were required to be revalued at adoption.
Related Parties
A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.
Advertising Costs
Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs.
We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.
Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the three months ended December 31, 2025 and 2024, the Company excluded and , respectively, shares relating to convertible notes payable to third parties.
| 11 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Recently Enacted Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU became effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 had no material impact on our financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard became effective for us on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The adoption of ASU 2016-13 has not had a no material impact on our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.
Goodwill
After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least quarterly.
Intangible Assets
Intangible assets are stated at the lesser of cost or fair value less accumulated amortization.
| 12 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE D – ACQUISITION AND DISPOSITION OF GOe3, LLC
On
March 15, 2024, the Company acquired
During fiscal 2025, Global determined that GOe3 had not met key operational and financial milestones required under the Share Exchange Agreement dated March 15, 2024. As a result, on June 30, 2025 Global elected to terminate and cancel the acquisition and all related agreements.
NOTE E – NOTES PAYABLE, THIRD PARTIES
Notes payable to third parties consist of:
December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at | ||||||||
| Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at | ||||||||
| Totals | $ | $ | ||||||
| (i) | |
| (ii) |
| 13 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE F – LOANS PAYABLE – RELATED PARTIES
The loans payable, related parties, at December 31, 2025 and June 30, 2025 consisted of:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Loans payable officers/directors | $ | $ | ||||||
| Total loans payable, related parties | $ | $ | ||||||
NOTE G - DERIVATIVE LIABILITY
The derivative liability at December 31, 2025 and June 30, 2025 consisted of:
December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE E – NOTES PAYABLE, THIRD PARTIES for further information | ||||||||
| Total derivative liability | $ | $ | ||||||
The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income).
The
fair value of the derivative liability was measured at the respective issuance dates and at December 31, 2025, and June 30, 2025 using
the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31,
2025 were (1) stock price of $ per share, (2) conversion price of $ per share, (3) terms of
The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3):
| Level 3 | ||||
| Balance at June 30, 2025 | $ | |||
| Additions | ||||
| (Gain) Loss | ( | ) | ||
| Change resulting from conversions and payoffs | ||||
| Balance at December 31, 2025 | $ | |||
| 14 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK
Preferred Stock
Series N Preferred Stock
On June 25, 2024, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series N Preferred Stock, par value $. The designation of the new Series N Preferred Stock was approved by the Board of Directors on May 31, 2024. The Company is authorized to issue two million () shares of the Series N Preferred Stock. At December 31, 2025 and June 30, 2025, the Company has and shares of Series N Preferred Stock issued and outstanding, respectively.
Dividends. The holders of Series N Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
Voting.
a)
Except as otherwise provided herein,
Conversion Rights.
a) Outstanding. If at least one share of Series N Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series N Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock defined below.
b) Method of Conversion.
i) Procedure- Before any holder of Series N Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series N Preferred Stock, and shall give written notice 5 business days prior to date of conversion to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be issued. The Company shall, within five business days, issue and deliver at such office to such holder of Series N Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.”
c)
Conversion Rate. The shares of Series N Preferred stock may be converted into shares of Common Stock at a fixed conversion price of $
| 15 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK (cont’d)
d) Adjustments to Conversion Rate.
i) Subdivisions, Combinations, or Consolidations of Common Stock. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated, by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the effective date of this Certificate of Designation, the Series N Conversion Rate shall not be effected.
ii) Adjustment for Common Stock Dividends and Distributions. If the Company at any time subdivides, combines or consolidates the outstanding shares of common stock as contemplated by Section 4(g), in each such event the Series N Conversion Rate shall not be effected.
iii) Reclassifications and Reorganizations. In the case, at any time after the date hereof, of any capital reorganization, merger or any reclassification of the stock of the Company (other than solely as a result of a stock dividend or subdivision, split-up or combination of shares), the Series N Conversion Rate then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted and the terms of the Series N Preferred Stock shall be deemed amended such that the shares of the Series N Preferred Stock shall, after such reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Company or otherwise to which such holder would have been entitled if immediately prior to such reorganization or reclassification, the holder’s shares of the Series N Preferred Stock had been converted into common stock. The provisions of this Section shall similarly apply to successive reorganizations or reclassifications.
iv) Distributions Other Than Cash Dividends Out of Retained Earnings. If the Company shall declare a cash dividend upon its common stock payable otherwise than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock (other than shares of Common Stock and other than as otherwise would result in an adjustment pursuant to this Section, stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, provision shall be made so that the holders of Series N Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company and other property which they would have received had their Series N Preferred Stock been converted into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities and other property receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section with respect to the rights of the holders of the Series N Preferred Stock.
Series P Preferred Stock
On September 5, 2025, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series P Preferred Stock, par value $. The designation of the new Series P Preferred Stock was approved by the Board of Directors on August 20, 2025. The Company is authorized to issue seven hundred fifty thousand () shares of the Series P Preferred Stock. At December 31, 2025 and June 30, 2025, the Company has and shares of Series P Stock Preferred Stock issued and outstanding, respectively.
| 16 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK (cont’d)
Common Stock
Class A and Class B:
Identical Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.
Stock Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization, or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common Shares shall be proportionately subdivided or combined.
Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares, if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation (or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this paragraph.
Voting Rights.
(a)
(b) The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.
Preemptive or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.
| 17 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK (cont’d)
Conversion Rights.
(a) Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder (as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder, upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman, Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual.
(b) Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one fully paid and non-assessable Class A Share at any time.
(c) Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date, and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c).
(d) Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not converted.
(e) Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not be reissued.
(f) Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares then authorized by the Amended and Restated Certificate of Incorporation, as amended.
| 18 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK (cont’d)
At December 31, 2025 and June 30, 2025, the Company is authorized to issue and shares of Class A Common Stock, respectively. At December 31, 2025 and June 30, 2025, the Company has and shares of Class A Common Stock issued and outstanding, respectively. At December 31, 2025 and June 30, 2025, the Company is authorized to issue and shares of Class B Common Stock, respectively. At December 31, 2025 and June 30, 2025, the Company has and shares of Class B Common Stock issued and outstanding, respectively.
Common Stock, Preferred Stock and Warrant Issuances
For the three months ended December 31, 2025 and year ended June 30, 2025, the Company issued and/or sold the following unregistered securities:
Common Stock:
Three months ended December 31, 2025
None.
Year ended June 30, 2025
None
Common Stock to be issued at June 30, 2025
On May 19, 2023, Jetco Holdings, LLC (“Jetco”) submitted a Notice of Conversion purporting to convert three () shares of Series L Preferred Stock into shares of the Company’s Class A Common Stock pursuant to a software development and deployment agreement (the “Jetco Agreement”). As of June 30, 2024, the shares of common stock had not been issued.
During fiscal year 2025, management conducted a review of the Jetco Agreement and the related conversion notice. The Company determined that the underlying software contemplated by the agreement was not fully completed, had become obsolete, and was no longer utilized in the Company’s operations. In addition, the Company’s subsidiary, 10 Fold Services, LLC, elected to deploy alternative third-party tools to generate, track, and manage sales activities, rendering the Jetco software unnecessary.
As a result, the Company cancelled the Jetco Agreement during fiscal year 2025, and the conversion transaction was not consummated. No shares of common stock were issued in connection with the conversion notice, and no amounts remained payable or issuable to Jetco as of June 30, 2025. Accordingly, the “Common Stock to Be Issued” balance related to this matter was removed from the balance sheet as of June 30, 2025.
| 19 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE H - CAPITAL STOCK (cont’d)
Preferred Stock:
Three months ended December 31, 2025
Series P:
On
August 24, 2025, the Company issued shares of Series P Preferred Stock to an accredited investor pursuant to a private placement
transaction and received cash proceeds of $
Year ended June 30, 2025
Series K:
Effective October 1, 2024, a former officer and director of GTLL returned the shares of Series K Preferred Stock outstanding to the Company treasury at no cost to the Company.
Series N:
On February 2, 2025, the Company, pursuant to a Unanimous Written Consent of the Board of Directors, issued shares of its Series N Preferred Stock to H. Wyatt Flippen in connection with his Executive Employment Agreement dated November 22, 2024.
Warrants and Options:
None.
NOTE I - COMMITMENTS AND CONTINGENCIES
Operating lease
On August 13, 2025, the Company, through its wholly owned subsidiary Primecare Supply, LLC, entered into a lease agreement for a sales office located at 550 N. Reo Street, Suite 230, Tampa, Florida 33609. The leased premises serve as the Company’s Tampa sales office and operate as a regional hub supporting sales, customer engagement, and business development activities related to software solutions and product procurement services offered to health and wellness clinics throughout the United States.
The
lease commenced on September 15, 2025, with an initial term of one year and a monthly base rent of $
The lease was entered into to support the expansion of the Company’s sales operations and is classified as an operating lease. Lease expense is recognized on a straight-line basis over the term of the lease.
Employment and Director Agreements
On
November 22, 2024, the Company entered into an Executive Employment Agreement (the “Agreement”) with Mr. Flippen for his
role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Flippen is to receive a base salary of $
| 20 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE J - GOING CONCERN UNCERTAINTY
Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.
In
performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to
meet our financial obligations as they become due. We have a history of net losses: As of December 31, 2025, we had an accumulated deficit
of $
In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).
There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern.
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.
NOTE K - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The effect of the restatement adjustments on the consolidated statement of operations for the three months ended December 31, 2024 follows:
As previously reported | Restatement Adjustments | As Restated | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: shared revenue | ||||||||||||
| Net revenue | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ||||||||||
| Income from operations (loss) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||||||
| Income before provision of income taxes | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||
| Net income | $ | $ | ( | ) | $ | ( | ) | |||||
| Basic and diluted income per common share | $ | $ | $ | |||||||||
The effect of the restatement adjustments on the consolidated statement of operations for the six months ended December 31, 2024 follows:
As previously reported | Restatement Adjustments | As Restated | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: shared revenue | ||||||||||||
| Net revenue | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ||||||||||
| Income from operations | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||
| Income before provision of income taxes | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||
| Net income | $ | $ | ( | ) | $ | |||||||
| Basic and diluted income per common share | $ | $ | ) | $ | ||||||||
| 21 |
GLOBAL TECHNOLOGIES, LTD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended December 31, 2025 and 2024
(Unaudited)
NOTE K - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (cont’d)
The effect of the restatement adjustments on the consolidated statement of cash flows for the six months ended December 31, 2024 follows:
As previously reported | Restatement Adjustments | As Restated | ||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | |||||||
| Adjustments to reconcile net income to net cash used in operating activities | ||||||||||||
| Depreciation | ( | ) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Accrued interest | ||||||||||||
| Accrued executive compensation | ( | ) | ( | ) | ||||||||
| Net cash provided by operating activities | ( | ) | ||||||||||
| Net cash (used) by investing activities | ( | ) | ||||||||||
| Net cash used by financing activities | ( | ) | ( | ) | ||||||||
| Net increase in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||
| Cash and cash equivalents, end of period | $ | $ | $ | |||||||||
NOTE L - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure:
Series P Preferred Stock Issuance
Subsequent to the reporting period, the Company issued
shares of its Series P Preferred Stock in private placement transactions with accredited investors. On February 23, 2026, the Company
issued shares of Series P Preferred Stock for gross proceeds of $
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.
Forward-Looking Statements
This Quarterly Report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and in our subsequent filings with the SEC, and include, among others, the following: marijuana is illegal under federal law, the marijuana industry is subject to strong competition, our business is dependent on laws pertaining to the marijuana industry, the marijuana industry is subject to government regulation, our business model depends on the availability of private funding, we will be subject to general real estate risks, if debt payments to note holder are not made we could lose our investment in our real estate properties, terms and deployment of capital. The terms “Global Technologies, Ltd “Global Technologies,” “Global,” “we,” “us,” “our,” and the “Company” refer to Global Technologies, Ltd., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis.
Company Overview
Global Technologies, Ltd (“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 (336) 740-9017. Our website address is www.globaltechnologiesltd.info. The information provided on our website is not part of this Quarterly Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Quarterly 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.
| 23 |
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.
| 24 |
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.
Critical Accounting Policies, Judgments and Estimates
There were no material changes to our critical accounting policies and estimates during the interim period ended December 31, 2025.
Please see our Annual Report on Form 10-K for the year ended June 30, 2025 filed on December 30, 2025, for a discussion of our critical accounting policies and estimates and their effect, if any, on the Company’s financial results.
Components of our Results of Operations
Revenues
Since our inception on January 20, 1999, we have generated minimal revenue from our operations. We cannot guarantee we will be successful in our business operations. We have limited financial resources and limited operations until such time that we are able to begin to generate revenue from our own operations. Our business is subject to risks inherent in the establishment of a new business plan through the start-up of our operating subsidiaries: 10 Fold Services, Primecare Supply, LLC and GTLL Advisory Group, LLC, including the financial risks associated with the limited capital resources currently available to us and risks associated with the implementation of our business strategies.
| 25 |
Cost of Revenues
Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of selling, marketing, advertising, administrative, finance and professional expenses.
Interest Expense, Net
Interest expense includes the cost of our borrowings under our debt arrangements.
Results of Operations
For the Three and Six Months Ended December 31, 2025 Compared to the Three and Six Months Ended December 31, 2024
For the three and six months ended December 31, 2025 and 2024
For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Restated-See Note K) | (Restated-See Note K) | |||||||||||||||
| Revenue | $ | 345,968 | $ | 917,077 | $ | 541,293 | $ | 1,586,508 | ||||||||
| Less shared revenue | 209,621 | 782,495 | 308,018 | 974,384 | ||||||||||||
| Net revenue | 136,347 | 134,582 | 233,275 | 612,124 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Officer compensation | 36,266 | 43,572 | 130,475 | 68,572 | ||||||||||||
| Salaries | 48,021 | - | 65,809 | - | ||||||||||||
| Professional services | 43,258 | 100,100 | 70,629 | 237,016 | ||||||||||||
| Selling, general and administrative | 145,775 | 27,130 | 211,549 | 70,114 | ||||||||||||
| Total operating expenses | 273,320 | 170,802 | 478,462 | 375,702 | ||||||||||||
| Income (loss) from operations | (136,973 | ) | (36,220 | ) | (245,187 | ) | 236,422 | |||||||||
| Other income (expenses) | ||||||||||||||||
| Gain (loss) on derivative liability | - | 282,000 | - | |||||||||||||
| Interest expense | (7,787 | ) | (8,975 | ) | (15,374 | ) | (19,070 | ) | ||||||||
| Total other income (expense) | (7,787 | ) | (8,975 | ) | 266,626 | (19,070 | ) | |||||||||
| Income (loss) before provision for income taxes | (144,760 | ) | (45,195 | ) | 21,439 | 217,352 | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | (144,760 | ) | $ | (45,195 | ) | $ | 21,439 | $ | 217,352 | ||||||
| Basic and diluted income (loss) per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | ||||||
| Weighted average common shares outstanding – basic and diluted | 14,688,440,097 | 14,688,440,097 | 14,688,440,097 | 14,688,440,097 | ||||||||||||
Revenue
For the six months ended December 31, 2025 and 2024, we generated revenue of $541,293 and $1,586,508, respectively. Our revenue for the six months ended December 31, 2025 was largely attributable to revenue generated through Primecare Supply.
The Company experienced a decrease in revenue for the three months ended December 31, 2025, as compared to the same period in 2024, primarily due to a strategic shift in the operating focus of its Primecare Supply subsidiary. During fiscal year 2025, the Company publicly disclosed changes occurring within the GLP-1 industry resulting from evolving FDA regulatory requirements impacting production and supply dynamics. During this transition period, the Company’s subsidiary, 10 Fold Services, served as the sole source of revenue and operated primarily as a wholesale procurement agent reliant on a single supplier.
Since that time, the Company has intentionally transitioned away from a predominantly wholesale model toward a direct-to-clinic sales strategy. While this shift has resulted in lower initial gross revenue volumes, it provides the Company with ownership of client relationships and data, improved supply-chain control, a more diversified product offering, and higher expected gross margins. As of December 31, 2025, Primecare Supply employed six direct-to-clinic account representatives and one director overseeing daily operations. Management believes this transition will result in slower near-term revenue growth but is designed to generate more sustainable revenue, improved margins, stronger free cash flow, and long-term shareholder value as sales volumes scale and mature.
| 26 |
Operating Expenses
Selling, general and administrative expenses were $478,462 and $375,702 for the six months ended December 31, 2025 and 2024, respectively, representing an increase of $102,760, or 27.35%.
Other Income (Expenses)
Other Income (expenses) were $266,626 and ($19,070) for the six months ended December 31, 2025 and 2024, respectively, representing an increase in other income of $285,696. Gain on derivative liability was $282,000 for the six months ended December 31, 2025.
Income tax expense
There was no income tax expense for the six months ended December 31, 2025 and 2024.
Net Income (Loss)
For the six months ended December 31, 2025, net income was $21,439 as compared to net income of $217,352 for six months ended December 31, 2024, a decrease of $195,913.
Liquidity and Capital Resources
The following table summarizes the cash flows for the six months ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| Cash Flows: | ||||||||
| Net cash (used in) provided by operating activities | $ | (226,600 | ) | $ | 98,489 | |||
| Net cash provided by investing activities | - | - | ||||||
| Net cash (used in) financing activities | 199,900 | (150,340 | ) | |||||
| Net (decrease) in cash | (26,700 | ) | (51,851 | ) | ||||
| Cash at beginning of period | 68,108 | 115,747 | ||||||
| Cash at end of period | $ | 41,408 | $ | 63,896 | ||||
As of December 31, 2025 and 2024, the Company had cash of $41,408 and $63,896, respectively.
We had cash used in operating activities of ($226,600) for the six months ended December 31, 2025, compared to new cash provided by operating activities of $98,489 for the six months ended December 31, 2024. The net cash used in operating activities for the six months ended December 31, 2025 consisted primarily of net income of $21,439 offset by a gain on derivative liability in the amount of $282,000, security deposit of $4,221, accounts payable of $23,059, and accrued interest of 15,123.
We had cash provided by investing activities of $- and $- for the six months ended December 31, 2025 and 2024, respectively.
We had cash (used in) provided by financing activities of $199,900 and ($150,340) for the six months ended December 31, 2025 and 2024, respectively.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Known Trends, Events, Uncertainties and Factors That May Affect Future Operations
The impact of general economic conditions, actual and projected, including inflation, rising interest rates, lower consumer confidence, volatile capital markets, supply chain disruptions, uncertainty and volatility in the financial services sector and the impact of the Hamas-Israel and Russia-Ukraine conflicts, and government and business responses thereto, on the global economy and regional economies.
| 27 |
Seasonality
We do not consider our business to be seasonal.
Contractual Obligations and Commitments
We are subject to the legal proceedings described in “Part II, Item 1. Legal Proceedings” of this report. There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
The Company has no debt covenants that require certain financial information to be met.
Inflation and Changing Prices
Neither inflation nor changing prices for the six months ended December 31, 2025 had a material impact on our operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective.
Due to resource constraints, material weaknesses are evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchanges Commission, which is due to the lack of resources and segregation of duties. We lack sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and lacks documentation of its internal control processes.
Changes in Internal Control over Financial Reporting
There was no change to our internal controls or in other factors that could affect these controls during the period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, our Board is currently seeking to improve our controls and procedures to remediate the deficiency described above.
| 28 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the liability includes probable and estimable legal cost associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company business. There is no pending litigation involving the Company at this time.
Item 1A. Risk Factors
Our business and common stock are subject to a number of risks and uncertainties. The discussion of such risks and uncertainties may be found under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on December 30, 2025. There have been no material changes to these risks during the six months ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In connection with the foregoing, the Company relied upon the exemptions from registration provided by Rule 701 and Section 4(a)(2) under the Securities Exchange Act of 1933, as amended:
Issuance of common or preferred stock – Six months ended December 31, 2025
On August 24, 2025, the Company issued 200,000 shares of Series P Preferred Stock to an accredited investor pursuant to the private placement described above and received cash proceeds of $200,000.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the six months ended December 31, 2025, no director or officer
| 29 |
Item 6. Exhibits
The documents set forth below are filed, incorporated by reference or furnished herewith as indicated.
Index to Exhibits
| * | Filed herewith. |
| ** | Furnished herewith (not filed). |
| + | Management contract or compensatory plan or arrangement. |
| 30 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GLOBAL TECHNOLOGIES, LTD | ||
| By: | /s/ H. Wyatt Flippen | |
| H. Wyatt Flippen | ||
| Chief Executive Officer and Chief Financial Officer | ||
| Date: | March 23, 2026 | |
| 31 |