GLOBAL TECHNOLOGIES LTD
For the period ended Dec 31, 2023. Filed Feb 6, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2023 · Filed Feb 6, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-09-30; filed 2024-01-09.
0001493152-24-001794
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2023-12-31; filed 2024-02-06.
0001493152-24-005124
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 101 current paragraphs.
61 unchanged; 12 reworded; 24 added; 3 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
GOe3, LLC Acquisition
Current report
On December 28, 2023, Global Technologies, Ltd (the “Company”) entered into a Letter of Intent (the “LOI”) to acquire GOe3, LLC (“GOe3”).
Current report
The LOI sets forth the proposed terms and conditions pursuant to which the Company and GOe3 intend to effect a business combination, as a result of which GOe3 will conduct business as a wholly-owned subsidiary of the Company (“Proposed Transaction”).
Current report
The Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders retaining 30% and GOe3 receiving 70% of the combined Company. The Company will designate a new preferred stock to issue to the GOe3 members in exchange for the membership units.
Current report
At Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors. Promptly following the closing, the Company will adopt a plan to apply for an uplist to a national exchange or the NASDAQ.
Current report
The Proposed Transaction has been approved by the Board of Directors of the Company and the Managing Members of GOe3 and is expected to close in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the members of GOe3 will own more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction. In addition, the closing of the Proposed Transaction is subject to satisfaction of the following conditions: (i) satisfactory completion of due diligence review by both parties, (ii) the negotiation, execution and delivery of definitive agreements, (iii) satisfactory completion of an audit of GOe3’s financial statements, and (iv) approval by both the Company’s shareholders, limited partners of GOe3, as well as other customary closing conditions.
Current report
Both parties are restricted from engaging in discussions with other parties about an acquisition or similar transaction. Upon execution of a definitive agreement, the Company will file a Current Report on form 8-K with more details regarding the Proposed Transaction, including the capitalization of the Company upon the closing of the Proposed Transaction.
Current report
There can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all.
Current report
About Foxx Trot Tango, LLC
Current report
About 10 Fold Services, LLC
Current report
10 Fold Services, LLC (“10 Fold”) was formed as a Wyoming limited liability company on November 22, 2023. 10 Fold will serve as the Company’s customer relationship and sales management subsidiary.
Current report
On November 23, 2023, 10 Fold (the “Sales Agent”) entered into a Sales Agent Agreement (the “Agreement”) with a supplier of pharmaceutical products (the “Company”), whereby 10 Fold will act in the capacity as a non-exclusive Sales Agent. Under the terms of the Agreement, the Sales Agent will inform and educate potential customers on products marketed by the Company and to initiate sales of the products. As compensation for its services, the Sales Agent shall receive a commission based on volume sales of the pharmaceutical product.
Current report
On December 3, 2023, 10 Fold (the “Company”) entered into an Operating Agreement (the “Agreement”) with Rockwell Pharma, LLC (the “Contractor”) (together, the “Parties”). Under the terms of the Agreement, the Contractor agrees to leverage its connections in the industry to execute sales of pharmaceutical products included within the Company’s Sales Agent Agreement. As compensation, the Parties agree to a profit-sharing model where profits from all sales generated under this Agreement will be split equally (50/50) (“Profit Share”). Profits are defined as the net collections on sales executed by the Contractor and received by the Company minus all pre-approved expenses.
Current report
Selling, general and administrative expenses were $10,264 and $10,314 for the three months ended December 31, 2023 and 2022, respectively, representing a decrease of $50, or 0.48%. The Company’s operating expenses are largely attributable to executive compensation and professional services for the three months ended December 31, 2023.
Current report
Six months ended December 31, 2023 Compared to six months ended December 31, 2022
Current report
Revenue
Current report
For the six months ended December 31, 2023 and 2022, we generated revenue of $0 and $14,000, respectively. Revenue for the six months ended December 31, 2022 was entirely comprised of revenue generated from consulting services.
Current report
Gross Profit
Current report
Operating Expenses
Current report
Other Income (Expenses)
Current report
Other income (expenses) were ($1,842,277) and $487,800 for the six months ended December 31, 2023 and 2022, respectively, representing a decrease of $2,330,077, or -477.67%. The other income (expenses) for the six months ended December 31, 2023 included interest expense of ($151,108), amortization of debt discounts of ($692,603) and a loss on derivative liability of ($998,566).
Current report
Income tax expense
Current report
Net Income (loss)
Current report
For the six months ended December 31, 2023, net loss was $2,230,670, as compared to net income of $124,268 for six months ended December 31, 2022, a decrease of $2,354,938. The decrease in net income for the six months ended December 31, 2023 was largely attributable to the Company’s loss on derivative liability.
Removed paragraphs (3)
Previous report
About Foxx Trott Tango, LLC
Previous report
Cost of Revenues
Previous report
Cost of Revenues
Reworded paragraphs (12)
Previous wording
Foxx Trott Tango, LLC (“Foxx Trott”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trott was acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trott is the owner of a commercial building in Sylvester, GA. The Company intends on utilizing Foxx Trott for the purchase of additional parcels of real estate. Pleasesee NOTE D – ACQUISITION OF FOXX TROTT TANGO, LLC for further information.
Current wording
Foxx Trot Tango, LLC (“Foxx Trot”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trot was acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trot is the owner of a commercial building in Sylvester, GA. The Company intends on utilizing Foxx Trot for the purchase of additional parcels of real estate. PleaseseeNOTE D – ACQUISITION OF FOXX TROT TANGO, LLC for further information.
Previous wording
For the three months ended September 30, 2023 and 2022, we generated revenue of $0 and $0, respectively.
Current wording
For the three months ended December 31, 2023 and 2022, we generated revenue of $0 and $14,000, respectively. Revenue for the three months ended December 31, 2022 was entirely comprised of revenue generated from consulting services.
Previous wording
For the three months ended September 30, 2023 and 2022, gross profit was $0 and $0, respectively.
Current wording
For the three months ended December 31, 2023 and 2022, gross profit was $0 and $14,000, respectively.
Previous wording
Other income (expenses) were $1,550,111 and $279,564 for the three months ended September 30, 2023 and 2022, respectively, representing an increase of $1,270,547, or 54.47%. The other income (expenses) for the three months ended September 30, 2023 included interest expense of ($72,099) and amortization of debt discounts of ($298,082) offset by a gain on derivative liability of $1,920,292. The increase in other income for the three months ended September 30, 2023 was largely attributable to a gain on derivative liability.
Current wording
Other income (expenses) were ($3,392,388) and $208,236 for the three months ended December 31, 2023 and 2022, respectively, representing a decrease of $$3,600,624, or -1,729.11%. The other income (expenses) for the three months ended December 31, 2023 included interest expense of ($79,009), amortization of debt discounts of ($394,521) and loss on derivative liability of ($2,918,858).
Previous wording
For the three months ended September 30, 2023, net income was $1,224,822, as compared to a net loss of ($59,456) for three months ended September 30, 2022, an increase of $1,284,278. The increase in net income for the three months ended September 30, 2023 was largely attributable to the Company’s gain on derivative liability.
Current wording
For the three months ended December 31, 2023, net loss was $3,455,492, as compared to net income of $183,724 for three months ended December 31, 2022, a decrease of $3,639,216. The increase in net loss for the three months ended December 31, 2023 was largely attributable to the Company’s loss on derivative liability.
Previous wording
Selling, general and administrative expenses were $48,991 and $2,355 for the three months ended September 30, 2023 and 2022, respectively, representing an increase of $46,636, or 1,980.30%. The Company’s selling, general and administrative expenses increase is largely attributable to executive compensation.
Current wording
Selling, general and administrative expenses were $59,255 and $12,669 for the six months ended December 31, 2023 and 2022, respectively, representing an increase of $46,586, or 367.72%. The Company’s operating expenses are largely attributable to executive compensation and consulting services for the six months ended December 31, 2023.
Previous wording
The following table summarizes the cash flows for the three months ended September 30, 2023 and 2022:
Current wording
The following table summarizes the cash flows for the six months ended December 31, 2023 and 2022:
Previous wording
As of September 30, 2023 and 2022, the Company had cash of $13,190 and $3,648, respectively.
Current wording
As of December 31, 2023 and 2022, the Company had cash of $10,694 and $18,300, respectively.
Previous wording
We had cash (used in) operating activities of ($102,726) for the three months ended September 30, 2023, compared to ($320,846) for the three months ended September 30, 2022. The net cash used in operating activities for the three months ended September 30, 2023 consisted primarily of net income of $1,224,822, issuance of Series L Preferred Stock in the amount of $250,000 and amortization of debt discounts in the amount of $298,082 offset by a gain on derivative e liability in the amount of $1,920,292.
Current wording
We had cash (used in) operating activities of ($175,221) for the six months ended December 31, 2023, compared to ($324,425) for the six months ended December 31, 2022. The net cash used in operating activities for the six months ended December 31, 2023 consisted primarily of a net loss of $2,230,670 offset largely by a loss on derivative liability of $998,566, issuance of Series L Preferred Stock of $250,000 and amortization of debt discounts of $692,603.
Previous wording
We had cash provided by investing activities of $- and $- for the three months ended September 30, 2023 and 2022, respectively
Current wording
We had cash provided by investing activities of $- and $- for the six months ended December 31, 2023 and 2022, respectively
Previous wording
We had cash provided by financing activities of $97,616 and $- for the three months ended September 30, 2023 and 2022, respectively, of which $77,616 was from borrowings from loans payable - related parties and borrowings from the issuance of a convertible note in the amount of $20,000 during the three months ended September 30, 2023.
Current wording
We had cash provided by financing activities of $167,615 and $- for the six months ended December 31, 2023 and 2022, respectively, of which $92,615 was from borrowings from loans payable - related parties, borrowings from the issuance of a convertible note in the amount of $45,000 and proceeds from the sale of Series L Preferred Stock in the amount of $30,000 during the six months ended December 31, 2023.
Previous wording
Neither inflation nor changing prices for the three months ended September 30, 2023 had a material impact on our operations.
Current wording
Neither inflation nor changing prices for the six months ended December 31, 2023 had a material impact on our operations.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
The following table sets forth information comparing the components of net (loss) income for the six months ended December 31, 2023 and 2022:
Current report — wording carried from elsewhere
For the six months ended December 31, 2023 and 2022, cost of revenues was $0 and $0, respectively.
Current report — wording carried from elsewhere
For the six months ended December 31, 2023 and 2022, gross profit was $0 and $14,000, respectively.
Current report — wording carried from elsewhere
There was no income tax expense for the six months ended December 31, 2023 and December 31, 2022.