GLOBAL TECHNOLOGIES LTD
For the period ended Jun 30, 2025. Filed Dec 30, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Dec 30, 2025
GTLLStored price and day change unavailable
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-06-30; filed 2024-09-25.
0001493152-24-038049
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-12-30.
0001493152-25-029524
Item 1A. Risk FactorsThe 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 144 previous paragraphs and 138 current paragraphs.
91 unchanged; 8 reworded; 39 added; 45 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 31 previous and 14 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 (39)
Current report
We anticipate the need to raise approximately $500,000 in additional capital to fund our operations through June 30, 2026. The Company expects to use these proceeds primarily to support public company compliance requirements and to scale the operations of its active subsidiaries, Primecare Supply, LLC and GTLL Advisory Group, LLC.
Current report
There can be no assurance that the Company will be successful in raising the required funds or that it will generate sufficient revenue to sustain operations during this period.
Current report
Geopolitical risks continue to pose potential challenges to the global economy and capital markets.
Current report
Ongoing conflicts—including the wars in Ukraine and the Middle East—as well as rising tensions involving China, Taiwan, and the South China Sea, have increased global uncertainty. In addition, renewed instability in certain regions of Eastern Europe and the Middle East, along with the potential for cybersecurity threats and energy supply disruptions, may continue to affect global trade, supply chains, and investor confidence.
Current report
The uncertain nature, magnitude, and duration of these geopolitical events, as well as the impact of related economic sanctions, trade restrictions, or retaliatory actions, could contribute to continued market volatility and adversely impact macroeconomic factors that affect the Company’s business operations, supply partners, customers, and access to capital.
Current report
Risks Associated with the Start-Up Operations of Primecare Supply, LLC and GTLL Advisory Group, LLC
Current report
The markets in whichPrimecare Supply, LLC (“Primecare Supply”) andGTLL Advisory Group, LLC (“GTLL Advisory”) operate are new, rapidly evolving, and highly competitive. Both subsidiaries are in early-stage development, and their success depends on the adoption and continued demand for innovative, technology-driven solutions within the healthcare, wellness, and business advisory sectors. Because these markets are still forming and subject to ongoing change, it is difficult to forecast demand, pricing, and long-term sustainability of our business model.
Current report
Primecare Supply operates within the503B pharmaceutical procurement andmedical clinic supply chain space, while GTLL Advisory focuses onbusiness transformation and operational consulting for medical spas, clinics, and other health and wellness businesses. Each faces competition from well-established providers with greater financial and operational resources, as well as from emerging technology platforms and consulting firms targeting similar markets.
Current report
Management believes the success of both subsidiaries will depend on our ability to:
Current report
Given the start-up nature of these subsidiaries, it is uncertain whether our offerings will achieve and sustain meaningful market adoption. Negative publicity or lack of customer confidence in technology-enabled healthcare procurement or advisory solutions could limit acceptance of our model.
Current report
The U.S. healthcare and wellness industries continue to undergo significant structural change, consolidation, and regulatory oversight. Shifts in healthcare spending, technology innovation, or the emergence of alternative business models could reduce demand for our services and require us to adjust our strategy or technology platforms. Failure to anticipate or respond to these changes in a timely and cost-effective manner could adversely affect our business, financial condition, and results of operations.
Current report
Risks Related to Primecare Supply, LLC and GTLL Advisory Group, LLC
Current report
****Primecare Supply and GTLL Advisory operate in emerging and rapidly evolving markets. Demand for technology-enabled procurement solutions and business advisory services in the health and wellness sector is still developing, and market adoption may occur more slowly than anticipated.
Current report
Frequent changes in federal and state healthcare regulations, licensing standards, and 503B pharmaceutical oversight could increase compliance costs or restrict product availability, directly impacting Primecare Supply’s operations. Similarly, GTLL Advisory’s services may be affected by shifting privacy, data security, and professional practice regulations.
Current report
Primecare Supply faces competition from 503B manufacturers selling directly to clinics, established distributors, and new technology-driven entrants. GTLL Advisory competes with numerous consulting and marketing firms targeting medical spas and wellness clinics. Many competitors have stronger financial resources, broader client networks, and greater brand recognition.
Current report
Both subsidiaries rely heavily on reputation and referral-based growth. If customers do not perceive our services as valuable or if we fail to deliver consistent results, market acceptance could decline.
Current report
The markets in whichPrimecare Supply, LLC (“Primecare Supply”) andGTLL Advisory Group, LLC (“GTLL Advisory”) operate are highly competitive, rapidly evolving, and influenced by continuous technological change. Competitive platforms, emerging technologies, or new service models for procurement, data management, or business advisory solutions could reduce demand for our offerings or render certain aspects of our business model less relevant.
Current report
Our ability to achieve strategic objectives depends on our capacity to:
Current report
Competitors—both within and outside the healthcare and wellness sectors—are actively pursuing new devices, data platforms, AI-driven business intelligence tools, and advanced supply-chain technologies. If such innovations achieve broad adoption and we are unable to adapt or integrate similar advancements, our potential market opportunity could diminish, adversely affecting revenue and growth.
Current report
The introduction of competing solutions that claim to be more efficient, secure, or cost-effective may also create market confusion or exert downward pressure on pricing. Larger, well-established companies with significantly greater resources, brand recognition, and customer bases—including healthcare distributors, pharmaceutical suppliers, consulting firms, and technology providers—may be able to offer similar products or services at lower cost or with broader reach. Many of these competitors have established cooperative relationships and strategic alliances that increase their market visibility and scale.
Current report
In addition, emerging entrants and consolidation among existing players may further intensify competition. These dynamics could limit our ability to acquire new customers, maintain pricing discipline, or achieve sustainable profitability.
Current report
Our competitive position depends on our ability to clearly differentiate our company and offerings through factors such as:
Current report
Failure to compete effectively on any of these fronts could adversely affect our business, financial condition, and results of operations.
Current report
We will need to raise additional capital to support operations and growth.
Current report
Global anticipates raising approximately $500,000 to fund operations through June 30, 2026, primarily to support public company compliance and scale its subsidiaries. There can be no assurance that sufficient capital will be raised on acceptable terms.
Current report
Inflationary pressures, supply chain instability, and rising interest rates may increase operating costs.
Current report
Increases in labor, materials, shipping, and financing costs could impact profitability. Extended inflation or economic slowdown could reduce clinic spending and demand for consulting or procurement services.
Current report
Our limited operating history makes forecasting financial performance difficult.
Current report
As early-stage entities, Primecare Supply and GTLL Advisory have limited revenue history. Delays in customer adoption, slower-than-expected growth, or higher-than-planned costs could adversely affect cash flow and results of operations.
Current report
Risks Related to Legal, Regulatory, and ESG Matters
Current report
Healthcare and pharmaceutical regulatory changes could affect operations.
Current report
******Primecare Supply’s relationships with 503B manufacturers and licensed clinics are subject to stringent regulation. Any change in FDA or state oversight could materially affect the availability of products or our ability to transact business.
Current report
Privacy, data security, and ethical use of technology remain critical business risks.
Current report
Increasing attention to data ethics, patient confidentiality, and AI-driven business processes may result in heightened scrutiny and increased costs of compliance.
Current report
Expanding ESG expectations may increase compliance obligations.
Current report
As a public company, Global may be subject to evolving environmental, social, and governance (ESG) disclosure standards that require additional resources and oversight.
Removed paragraphs (45)
Previous report
Because our former sole officer and director controls our voting activities, he may cause us to act in a manner that is most beneficial to himself and not to other shareholders which could cause us not to take actions that outside investors might view favorably.
Previous report
Our former sole officer and director, has voting authority for approximately ninety percent (90%) of our outstanding voting stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
Previous report
We anticipate the need to raise approximately $2,000,000 in capital to fund our operations through June 30, 2025. We expect to use these cash proceeds, primarily to expand the operations of our subsidiaries, 10 Fold Services and GOe3. We cannot guarantee that we will be able to raise these required funds or generate sufficient revenue to remain operational.
Previous report
Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies.
Previous report
The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of Ukraine, and the ongoing conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, and such geopolitical risks could have an adverse impact on macroeconomic factors which affect our businesses, as well as our access to capital.
Previous report
Risks Associated with the Acquisition of 10 Fold Services, LLC
Previous report
The market for our model and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.
Previous report
The market for our model is new, rapidly evolving and increasingly competitive. We are expanding our business by offering technology-driven access to consultation and treatment options for new conditions, including the utilization and integration of artificial intelligence in our offerings, but it is uncertain whether our offerings will achieve and sustain high levels of demand and market adoption. Our future financial performance depends in part on growth in this market, our ability to market effectively and in a cost-efficient manner, and our ability to adapt to emerging demands of existing and potential customers and the evolving regulatory landscape. It is difficult to predict the future growth rate and size of our target market. Negative publicity concerning telehealth generally, our offerings, customer success on our platform, or our market as a whole could limit market acceptance of our business model and services. If our customers do not perceive the benefits of our offerings, or if our offerings do not drive customer use and enrollment, then our market and our customer base may not continue to develop, or they may develop more slowly than we expect. Our success depends in part on the willingness of Providers and healthcare organizations to partner with us, increase their use of telehealth, and our ability to demonstrate the value of our technology to Providers, as well as our existing and potential customers. If Providers, healthcare organizations or regulators work in opposition to us or if we are unable to reduce healthcare costs or drive positive health outcomes for our customers, then the market for our services may not continue to develop, or it might develop more slowly than we expect. Similarly, negative publicity regarding customer confidentiality and privacy in the context of telehealth and artificial intelligence could limit market acceptance of our business model and services.
Previous report
The healthcare industry in the United States is continually undergoing or threatened with significant structural change and is rapidly evolving. We believe demand for our offerings has been driven in part by rapidly growing costs in the traditional healthcare system, difficulties accessing the healthcare system, patient stigma associated with sensitive medical conditions, the movement toward patient-centricity and personalized healthcare, advances in technology, and general movement to telehealth. Widespread acceptance of personalized healthcare enabled by technology is critical to our future growth and success. A reduction in the growth of technology-enabled personalized healthcare could reduce the demand for our services and result in a lower revenue growth rate or decreased revenue. Additionally, the majority of our revenue is driven by products and services offered through our platform on a subscription basis, and the adoption of subscription business models is still relatively new, especially in the healthcare industry. If customers do not shift to subscription business models and subscription health management tools do not achieve widespread adoption, or if there is a reduction in demand for subscription products and services or subscription health management tools, our business, financial condition, and results of operations could be adversely affected.
Previous report
Additionally, if healthcare or healthcare benefits trends shift or entirely new technologies are developed that replace existing offerings, our existing or future products or services could be rendered obsolete and require that we materially change our technology or business model. If we are unable to do so, our business could be adversely affected. In addition, we may exper ience difficulties with software development, industry standards, design or marketing that could delay or prevent our development, introduction, or implementation of new options on our platform and any enhancements thereto. Any such difficulties may have an adverse effect on our business, financial condition, and results of operations.
Previous report
Competitive platforms or other technological breakthroughs for the monitoring, management, treatment, or prevention of medical conditions may adversely affect demand for our offerings.
Previous report
Our ability to achieve our strategic objectives will depend, among other things, on our ability to enable fast and efficient telehealth consultations, maintain comprehensive and affordable offerings, ensure the successful operation of our Affiliated Pharmacies, and deliver an accessible and reliable platform that is more appealing and user-friendly than available alternatives. Our competitors, as well as a number of other companies and providers, within and outside the healthcare industry, are pursuing new devices, delivery technologies, sensing technologies, procedures, treatments, drugs, and other therapies for the monitoring and treatment of medical conditions. Any technological breakthroughs in monitoring, treatment, or prevention of medical conditions, including through disruptive technologies such as artificial intelligence, that we are unable to similarly leverage could reduce the potential market for our offerings, which could significantly reduce our revenue and our potential to grow certain aspects of our business.
Previous report
The introduction by competitors of solutions or offerings that are or claim to be superior to our platform or offerings may create market confusion, which may make it difficult for potential customers to differentiate between the benefits of our offerings and competitive solutions. In addition, the entry of multiple new products may lead some of our competitors to employ pricing strategies that could adversely affect the pricing of products and services we make available. If a competitor develops a product or business that competes with or is perceived to be superior to our offerings, or if a competitor employs strategies that place downward pressure on pricing within our industry, our revenue may decline significantly or may not increase in line with our forecasts, either of which could adversely affect our business, financial condition, and results of operations.
Previous report
We operate in highly competitive markets and face competition from large, well-established healthcare providers, traditional retailers, pharmaceutical providers, and technology companies with significant resources, and, as a result, we may not be able to compete effectively.
Previous report
The markets for healthcare and technology are intensely competitive, subject to rapid change, and significantly affected by new product and technological introductions and other market activities of industry participants. We compete directly not only with other established telehealth providers but also traditional healthcare providers, pharmacies, pharmaceutical companies, large retailers that sell non-prescription products, including, for example, over-the-counter medical devices, nutritional supplements, vitamins, and hair care treatments, as well as technology companies entering into the health and wellness industry. Our current competitors include traditional healthcare providers expanding into the telehealth market, incumbent telehealth providers, as well as new entrants into our market that are focused on direct-to-consumer healthcare or healthcare technology. Our competitors further include enterprise-focused companies that may enter the direct-to-consumer healthcare industry, as well as direct-to-consumer healthcare providers and technology companies. Many of our current and potential competitors may have greater name and brand recognition, longer operating histories, or significantly greater resources than we do, or may be able to offer products and services similar to those offered on our platform at more attractive prices than we can. Further, our current or potential competitors may be acquired by third parties with greater available resources, which has occurred and may continue to occur in our industry. In addition, our competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their solutions in the marketplace. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements and may have the ability to initiate or withstand substantial price competition.
Previous report
New competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, and greater financial resources, which could put us at a competitive disadvantage. For example, some state and federal regulatory authorities lowered certain barriers to the practice of telehealth in order to make remote healthcare services more accessible in response to the COVID-19 pandemic. Although it is unclear whether these regulatory changes will be permanent or that they will have a long-term impact on the adoption of telehealth services by the general public or legislative and regulatory authorities, these changes may result in greater competition for our business. The lower barriers to entry may allow various new competitors to enter the market more quickly and cost effectively than before the COVID-19 pandemic.
Previous report
Additionally, we believe that the COVID-19 pandemic introduced many new users to telehealth and further reinforced its benefits to potential competitors. We believe this may drive additional industry consolidation or cooperative relationships that may result in competitors with greater resources and access to potential customers. For example, we believe the COVID-19 pandemic may have caused various traditional healthcare providers to evaluate, and in some cases, pursue telehealth options that can be paired with their in-person capabilities. These industry changes could better position our competitors to serve certain segments of our current or future markets, which could create additional price pressure. In light of these factors, even if our offerings are more effective than those of our competitors, current or potential customers may accept competitive solutions in lieu of purchasing from us.
Previous report
Risks Related to GOe3’s Technology, Intellectual Property and Infrastructure
Previous report
GOe3’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.
Previous report
GOe3’s growth is highly dependent upon the continued rapid adoption of EVs by governments, businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues and government initiatives related to climate change and the environment generally. GOe3’s revenues will be driven in large part by EV drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs. suburban vs. rural and public vs. private, and DCFC vs. Level 2 charging, demand from rideshare or urban delivery fleets and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. Public DC fast charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs develops more slowly than expected or decreases, GOe3’s growth would be reduced, and GOe3’s business, prospects, financial conditions, and operating results would be harmed. The market for EVs, and ultimately EV charging, could be affected by numerous factors, such as:
Previous report
In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly because EVs can be more expensive than traditional gasoline-powered vehicles. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and GOe3’s products and services in particular. Moreover, any legislative or regulatory restrictions on the operation or growth of the autonomous vehicle industry, or curtailed investment in the autonomous vehicle industry, could limit demand for EV charging from operators in the autonomous vehicle industry.
Previous report
While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulations and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect GOe3’s business, financial condition and operating results.
Previous report
Revenue from our properties, through the subsequent Fox Trott Tango acquisition, may be reduced or limited if the operations of our tenants are not successful.
Previous report
Revenue from our properties, through the subsequent Fox Trott Tango acquisition***,*** depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operating the property. Economic, legal, and/or competitive conditions, as well as COVID-19, may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants. Any reduction in our tenants’ abilities to pay base rent, percentage rent, or other charges on a timely basis, including the closing of stores prior to the end of the lease term or the filing by any of our tenants for bankruptcy protection, will adversely affect our financial condition and results of operations. In the event of default by a tenant, we may experience delays and unexpected costs in enforcing our rights as landlord under lease terms, which may also adversely affect our financial condition and results of operations.
Previous report
Our net income depends on the success and continued presence of our “anchor” tenants.
Previous report
Our net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency, of any anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations by, or reductions in rent from, other tenants whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Over the past several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces. Therefore, tenant demand for certain of our anchor spaces may decrease and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces that could have a negative impact to our net income.
Previous report
We have properties that are geographically concentrated, and adverse economic or real estate market declines in these areas could have a material adverse effect on us.
Previous report
Any adverse situation that disproportionately affects the markets where our properties are concentrated may have a magnified adverse effect on our portfolio. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how economic conditions will impact this market in both the short and long term.
Previous report
Declines in the economy or a decline in the real estate market in these states could hurt our financial performance and the value of our properties. Factors that may negatively affect economic conditions in these states include:
Previous report
We may be unable to collect balances due from tenants that file for bankruptcy protection.
Previous report
If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-petition amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate our lease in which event we would have a general unsecured claim that would likely be for less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.
Previous report
We may experience difficulty or delay in renewing leases or re-leasing space.
Previous report
We derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks that, upon expiration or termination of leases, whether by their terms, as a result of a tenant bankruptcy, general economic conditions or otherwise, leases for space in our properties may not be renewed, space may not be re-leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms and may include decreases in rental rates. As a result, our net income could be reduced.
Previous report
Our performance and value are subject to general risks associated with the real estate industry.
Showing the first 40 of 45 passages. Open the source sections for the rest.
Reworded paragraphs (8)
Previous wording
As of June 30, 2024, we had an accumulated deficit of $166,666,296 and stockholders’ equity of $1,532,471.
Current wording
As of June 30, 2025, we had an accumulated deficit of $167,555,637 and stockholders’ deficiency of $1,153,279.
Previous wording
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Current wording
Future losses are likely to occur until we are able to achieve sustained revenue growth through the expansion and successful operation of our existing subsidiaries. While management believes these subsidiaries present opportunities for growth, there can be no assurance that such expansion will generate sufficient revenues in the near term to cover our operating expenses. If we are unable to scale our operations and achieve profitability, we may be required to seek additional capital through equity or debt financings, which could dilute existing shareholders or increase our financial risk. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2025 and 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Previous wording
We estimate that it will cost approximately $100,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.
Current wording
We estimate that it will cost approximately $200,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.
Previous wording
Current inflationary conditions in the United States and other parts of the world have increased some of our costs, including our cost of materials and labor. While we thus far have been largely successful in mitigating the impact of current inflationary conditions, we may need to increase our own prices on goods and services sufficiently to offset cost increases, we may not be able to maintain acceptable operating margins and achieve profitability. Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increases prices and/or result in lost sales.
Current wording
Current inflationary conditions in the United States and other parts of the world have increased some of our costs, including our cost of materials and labor. While we thus far have been largely successful in mitigating the impact of current inflationary conditions, we may need to increase our own prices on goods and services sufficiently to offset cost increases, we may not be able to maintain acceptable operating margins and achieve profitability. Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increase prices and/or result in lost sales.
Previous wording
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. On July 16, 2019, the Company’s Board of Directors approved the designation of two new series of preferred stock, Series K Super Voting Preferred Stock (3 shares authorized) and Series L Preferred Stock (500,000 shares authorized). On June 25, 2024, the Company’s Board of Directors approved the designation of a new series of preferred stock, Series N Preferred Stock (2,000,000 shares authorized).
Current wording
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. On July 16, 2019, the Company’s Board of Directors approved the designation of two new series of preferred stock, Series K Super Voting Preferred Stock (3 shares authorized) and Series L Preferred Stock (500,000 shares authorized). On June 25, 2024, the Company’s Board of Directors approved the designation of a new series of preferred stock, Series N Preferred Stock (2,000,000 shares authorized). On August 20, 2025, the Company’s Board of Directors approved the designation of a new series of preferred stock, Series P Preferred Stock (750,000 shares authorized).
Previous wording
We have authorized 5,000,000 shares of Preferred Stock with 1,864,503 and 297 shares outstanding at June 30, 2024 and 2023, respectively. In the event of issuance of additional shares, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. PleaseseeNOTE L - CAPITAL STOCKfor further information.
Current wording
We have authorized 5,000,000 shares of Preferred Stock with 1,989,500 and 1,864,503 Series N shares outstanding at June 30, 2025 and 2024, respectively. In the event of issuance of additional shares, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. PleaseseeNOTE J - CAPITAL STOCKfor further information.
Previous wording
We are authorized to issue up to 14,991,000,000 shares of Class A Common Stock, of which 14,688,440,097 and 14,488,440,097 shares of common stock are issued and outstanding as of June 30, 2024 and June 30, 2023, respectively. Our Board of Directors has the authority to cause us to issue additional shares of common stock and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future. PleaseseeNOTE - L CAPITAL STOCK for further information.
Current wording
We are authorized to issue up to 14,991,000,000 shares of Class A Common Stock, of which 14,688,440,097 and 14,488,440,097 shares of common stock are issued and outstanding as of June 30, 2025 and June 30, 2024, respectively. Our Board of Directors has the authority to cause us to issue additional shares of common stock and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future. PleaseseeNOTE - J CAPITAL STOCK for further information.
Previous wording
As of June 30, 2024, we had (i) outstanding Convertible Promissory Notes in an aggregate principal amount of $435,000, which are convertible for up to 3,000,000,000 shares of our Class A Common Stock based on a closing stock price of $0.0002 at June 30, 2024 and inherent conversion features.
Current wording
As of June 30, 2025, we had (i) outstanding Convertible Promissory Notes in an aggregate principal amount of $300,000, which are convertible for up to 3,000,000,000 shares of our Class A Common Stock based on a closing stock price of $0.0002 at June 30, 2025 and inherent conversion features.