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 endedJune 30, 2020 , and in our subsequent filings with theSEC , 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 toGlobal Technologies, Ltd. , individually, or as the context requires, collectively with its subsidiaries on a consolidated basis. Company Overview
Global Technologies, Ltd. (hereinafter the "Company", "Our", "We", or "Us") is a publicly quoted company that was incorporated under the laws of theState of Delaware onJanuary 20, 1999 under the name ofNEW IFT Corporation . OnAugust 13, 1999 , the Company filed an Amended and Restated Certificate of Incorporation with theState of Delaware to change the name of the corporation toGlobal Technologies, Ltd. Our principal executive offices are located at501 1st Ave N. , Suite 901,St. Petersburg, FL 33701 and our telephone number is (727) 482-1505. Our website address is www.globaltechnologiesltd.info. The information contained on, or that can be accessed through, our website is not a part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference. Prior Operational History From inception untilMarch 2011 , Global Technologies was a technology portfolio company that acquired nascent technology and related innovations, inventions and IP assets to enhance their growth and development. The Company built revenues and asset value through a model of continuous growth, income from or sale of its portfolio holdings, and technology licensing or distribution agreements.
The Company invested primarily in innovative and promising clean/renewable
energy or bio-tech technologies that had reached the stage in the critical
In
Current Operations
Global Technologies, Ltd ("Global") is a holding corporation, which through its subsidiaries, has operations engaged in the online sales of CBD and hemp related products, the acquisition of intellectual property in the safety and security space and as a portal for entrepreneurs to provide immediate access to live shopping, e-commerce, product placement in brick and mortar retail outlets
and logistics. OnNovember 30, 2019 , the Company entered into a Purchase and Sale Agreement (the "Agreement") for the purchase ofTCBM Holdings, LLC ("TCBM") and its two wholly owned subsidiaries,HMNRTH, LLC and 911Help Now, LLC . Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the "Note") in the amount of$2,000,000 toJetco Holdings, LLC for the purchase of all issued and outstanding membership units of TCBM and its subsidiaries. Please see NOTE G - NOTES PAYABLE, THIRD PARTIES for further information. OnMarch 11, 2020 , the Company, through its two wholly owned subsidiaries,HMNRTH, LLC (the "Seller") andTCBM Holdings, LLC (the "Owner") (together Seller and Owner the "Selling Parties") entered into an Asset Purchase Agreement (the "Agreement") withEdison Nation, Inc. and its wholly owned subsidiary,Scalematix, LLC (together the "Buyer"), for the sale of certain assets in the health and wellness industry and related consumer products industry. Under the terms of the Agreement, Buyer was to remit$70,850 via wire transfer at Closing and issue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. In addition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at such time as the purchased assets achieve cumulative revenue of$2,500,000 , the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of$5,000,000 , the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The Closing of the transaction occurred onMarch 11, 2020 . As of the date of this filing, the Company has received the 238,750 shares of restricted common stock valued at$477,500 and cash compensation of$70,850 due under the terms of the Agreement. The shares were subsequently transferred to the principal ofJetco Holdings, LLC as payment against theNovember 30, 2019 Convertible Promissory Note issued by the Company. Please see NOTE G - NOTES PAYABLE, THIRD PARTIES for further information. OnSeptember 3, 2020 , the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the "Units") issued byGlobal Clean Solutions, LLC ("Global") and held in the name ofGraphene Holdings, LLC ("Graphene") to the Company. In exchange for the transfer of the Units to the Company, the Company issued to Graphene a Convertible Promissory Note (the "Note") in the amount of$250,000 . Please see NOTE G - NOTES PAYABLE, THIRD PARTIES for further information. 30
Our wholly owned subsidiaries:
AboutTCBM Holdings, LLC TCBM Holdings, LLC ("TCBM") was formed as aDelaware limited liability company onAugust 10, 2017 . TCBM is a holding corporation, which operated through its two wholly owned subsidiaries,HMNRTH, LLC and 911Help Now, LLC . OnDecember 28, 2020 , the Company, through its wholly owned subsidiaryTCBM Holdings, LLC , entered into an Amendment to Management Agreement (the "Amendment") by and between Vinco Ventures, Inc. (f/k/aEdison Nation, Inc. ) andScalematix, LLC (together, the "Company"),TCBM Holdings, LLC andGraphene Holdings, LLC . Under the terms of the Amendment,TCBM Holdings, LLC agreed to transfer all benefits and obligations under the Management Agreement datedAugust 12, 2019 toGraphene Holdings, LLC and its ownerTimothy Cabrera in consideration for the reduction of outstanding principal in the amount of$400,000 against the Convertible Promissory Note issued toJetco Holdings, LLC onNovember 3, 2019 byGlobal Technologies, Ltd , the parent ofTCBM Holdings, LLC . AboutHMNRTH, LLC HMNRTH, LLC ("HMN") was formed as aDelaware limited liability company onJuly 30, 2019 . HMNRTH operates as an online store selling a variety of hemp and CBD related products. The Company's business model is to bridge the gap between the lifestyle and knowledge components within the cannabis industry. The Company's goal is to educate every consumer while cultivating an experience by providing quality products, branded cutting-edge content, and diversified product lines for any purpose. Most importantly, we want our clients to discover their inner HMN, redefine their inner HMN and Empower their inner HMN. InSeptember 2019 , the Company entered into a Quality Agreement with Nutralife Biosciences for the development and production of its CBD line of products. The Company's product line includes hemp derived, full spectrum cannabidiol tinctures and creams in varying sizes. In order for the Company to generate revenue through HMNRTH, we will need to: (i) produce additional inventory for retail sales through the Company's ecommerce site or sales, or (ii) sales to third party distributors, or (iii) direct sales to brick and mortar CBD retail outlets, or (iv) generate additional CBD formulas to be utilized in new products At present, the Company does not have the required capital to initiate any of the options and there is no guarantee that we will be able to raise the required funds.
Regulation of HMNRTH products:
The manufacture, labeling and distribution of our products is regulated by various federal, state and local agencies. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability to sell our products in the future. The FDA regulates our nutraceutical and wellness products to ensure that the products are not adulterated or misbranded. We are subject to additional regulation as a result of our CBD products. The shifting compliance environment and the need to build and maintain robust systems to comply with different compliance in multiple jurisdictions increase the possibility that we may violate one or more of the requirements. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results. Failure to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Our advertising is subject to regulation by theFTC under the FTCA. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications, seek class wide damages and product recalls of products sold by us. Any actions against us by governmental authorities or private litigants could have a material adverse effect on our business, financial condition and results of operations. 31 About 911Help Now, LLC 911Help Now, LLC ("911") was formed as aDelaware limited liability company onFebruary 2, 2018 . 911 was a holding company of intellectual property in the safety and security space. At present, we own no intellectual property within our 911 subsidiary. In order to generate future revenue within 911, we will need to identify and either acquire or license intellectual property. In the event of an acquisition, we will then need to either develop products utilizing our intellectual property or license out our intellectual property to a third party. There is no guarantee that we will be successful with an acquisition or licensing of any intellectual property. About Markets onMain, LLC Markets onMain, LLC ("MOM") was formed as aFlorida limited liability company onApril 2, 2020 . MOM is A full service, sales and distribution, third-party logistics provider and portal to multi-channel sales opportunities. MOM's focus is on bringing small businesses and entrepreneurs to large opportunities and distribution. MOM will provide the following services to its clients: inventory management, brand management, fulfillment and drop-ship capabilities, retail distribution and customer service. MOM's website can be found at www.marketsonmain.com. OnJanuary 3, 2022 , the Company filed Articles of Conversion with theState of Florida to convert MOM from a limited liability company to aFlorida profit corporation. Simultaneous with the filing of the Articles of Conversion, the Company filed Articles of Incorporation for MOM. OnJanuary 19, 2022 , MOM entered into an Exclusive Distribution Agreement (the "Distribution Agreement") withAmfluent, LLC ("Amfluent"). Under the terms of the Distribution Agreement, MOM will become an exclusive distributor for the promotion and sale of products carried by Amfluent. As the exclusive distributor, MOM shall be awarded the exclusive territory of e-commerce, live shopping and digital sales. The Distribution Agreement has a term of one year from the Effective Date unless both parties agree to renew the Distribution Agreement for an additional term.
About
Tersus Power, Inc. (Delaware ) was formed as a wholly owned subsidiary as per the terms of the Share Exchange Agreement entered into withTersus Power, Inc. and the Tersus Shareholders with the sole purpose of entering into an Agreement and Plan of Merger to effect a name change. The Articles of Incorporation were filed with the Secretary of State of theState of Delaware onMarch 15, 2022 . Investment:
Global Clean Solutions, LLC Acquisition
Global Clean Solutions was founded as a special purpose entity in the Personal Protective Equipment Industry during the initial stages of the pandemic in 2020. Its management set out with a simple mission; deliver customers PPE while removing the panic from the pandemic. Global Clean Solutions has created a solid and repeatable foundation and is able to satisfy the needs of both government municipalities and corporations that many companies have tried, and few have succeeded. ? Direct to factory relationships ? Proprietary hand sanitizer ready to ship ? Funding programs available ? Government contract expertise ? Overseas production capabilities ? Distribution centers in CA and FL The Company elected to impair its investment in Global Clean during the year endedJune 30, 2021 as it does not anticipate generating any further revenue from this investment. 32 Consulting Services: OnMay 10, 2021 , the Company entered into a Consulting Agreement (the "Agreement") withCoroWare, Inc. ("CoroWare"). Under the terms of the Agreement, the Company is to prepare the following financial reports forCoroWare : (i) Registration Statement and all subsequent amendments, (ii) Quarterly Reports for the periods endedMarch 31, 2021 ,June 30, 2021 andSeptember 30, 2021 , and (iii) Annual Report for the period endedDecember 31, 2021 . The Agreement shall have a term of one (1) year or untilCoroWare's Annual Report is filed with OTC Markets or theSEC . The Company shall be compensated a total of$45,000 in three equal payments of$15,000 . As ofMarch 31, 2022 , the Company has received$45,000 compensation. OnJune 29, 2021 , the Company entered into a Fee Agreement for the preparation of a registration statement on Form S-1 and all follow up correspondence with the appropriate regulatory agencies. As ofMarch 31, 2022 , the Company has received$5,000 compensation. OnDecember 16, 2021 , the Company entered into a Consulting Agreement (the "Agreement") withPalisades Holding Corp, Inc. ("Palisades"). Under the terms of the Agreement, the Company is to prepare a Registration Statement on Form S-1 (the "Registration Statement") and all subsequent amendments to the Registration Statement. The Agreement shall remain in effect for the earlier of six (6) months or until Palisade's Registration Statement is filed with theSEC . The Company shall be compensated a total of$25,000 upon the first funding transaction in an amount of$49,000 or more by Palisade. As ofMarch 31, 2022 , the Company has received $- compensation.
Share Exchange Agreement with
OnNovember 17, 2021 , the Company entered into a Letter of Intent to acquireTersus Power, Inc. ("Tersus Power "). OnMarch 9, 2022 , the Company entered into a Share Exchange Agreement (the "Exchange Agreement") withTersus Power and the Tersus Shareholders. Under the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the Company's Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholder (the "Exchange Ratio"). Such shares of the Company's Class A Common Stock shall collectively (i) be referred to as the "Exchange Shares", and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to "Tersus Power, Inc. ", aDelaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred stock (none of which will be authorized as a particular series), (ii) the Company will have completed, andFINRA will have recognized and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to the Parties, (iii) all of the holders of the Company's Series K Preferred Stock and Series L Preferred Stock will have converted their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed to the Company's Board of Directors.
The Exchange Agreement provides for mutual indemnification for breaches of representations and covenants.
Unless the Exchange Agreement shall have been terminated and the transactions therein contemplated shall have been abandoned, the closing of the Exchange (the "Closing") will take place at5:00 p.m. Pacific Time on the second business day following the satisfaction or waiver of the conditions (the "Closing Date"). Either party may terminate the Exchange Agreement if a Closing has not occurred on or beforeJune 30, 2022 . AboutTersus Power, Inc.
Tersus Power Inc. was founded in 2020 as a contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across theU.S andCanada .Tersus Power is located inNevada and is in the process of commissioning a facility to manufacture the initial prototypes, and then ramp up to manufacture 10 modular fueling stations per month. The Company's manufacturing facility will be located in thePittsburgh, PA metroplex.Tersus Power bases itsGen3 Modular Hydrogen Fueling Station on the PowerTap PT50, which was originally developed and manufactured by Nuvera in cooperation with theDepartment of Energy .Tersus Power's next generation modular Hydrogen fueling station will utilize the patented solutions developed by Nuvera and theDepartment of Energy and will generate up to 1250 Kg of pure Hydrogen daily.Tersus Power's sole objective is to design a safe, adaptable and affordable hydrogen fueling station that allows for rapid development and deployment of hydrogen fueling infrastructure while minimizing the risk to investors. The Company's modular prefabricated fueling stations could be produced on a very large scale and available immediately for delivery to participating sites in order to meet the growing demand for hydrogen fuel. The success of these stations will build increased confidence in the hydrogen vehicle market for
both consumers and investors.
Critical Accounting Policies, Judgments and Estimates
There were no material changes to our critical accounting policies and estimates
during the interim period ended
Please see our Annual Report on Form 10-K for the year endedJune 30, 2021 filed onOctober 13, 2021 , for a discussion of our critical accounting policies and estimates and their effect, if any, on the Company's financial results. 33
Components of our Results of Operations
Revenues
We generate revenue through three sources: (i) through the sale of consumer products either wholesale or direct to consumer through the Company's ecommerce sites, (ii) through the logistics services we offer through our wholly owned subsidiary, Market on Main, and (iii) through consulting services we may provide for publicly traded companies. 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, payroll, administrative, finance and professional expenses.
Interest Expense, Net
Interest expense includes the cost of our borrowings under our debt arrangements.
Results of Operations
Three Months Ended
The following table sets forth information comparing the components of net
(loss) income for the three months ended
For the Three Months Ended Period over March 31, Period Change 2022 2021 $ % Revenue earned Revenue$ 11,927 $ 15,000 $ (3,073 ) $ -20.49 % Cost of goods sold 598 - 598 100.00 % Gross profit 11,329 15,000 (3,671 ) -24.47 % Operating Expenses: Officer and director compensation, including stock-based compensation of$0 ,$10,000 , respectively 20,000 20,000 - 0.00 % Depreciation expense 1,297 758 539 71.11 % Consulting services 37,800 1,700 36,100 2,123.53 % Professional services 28,189 81,662 (53,473 ) -65.48 % Selling, general and administrative 36,584 17,056 19,528 114.49 % Total operating expenses 123,870 121,176 2,694 2.22 % Loss from operations (112,541 ) (106,176 ) (6,365 ) -5.99 % Other income (expenses): Interest income 6,000 - 6,000 100.00 % Forgiveness of debt and accrued interest - 336,786 (336,786 ) -100.00 % (Loss) gain on derivative liability (84,948 ) 18,937,780 (19,022,728 ) -100.45 % (Loss) on issuance on notes payable (63,038 ) (2,600,575 ) 2,537,537 97.56 % Interest expense (9,428 ) (59,561 ) 50,133 84.17 %
Amortization of debt discounts (119,331 ) (141,704 )
22,373 15.79 %
Total other (expenses) income (270,745 ) 16,472,726 (16,743,471 ) -101.64 %
(Loss) gain before provision for income taxes (383,286 ) 16,366,550 (16,749,836 ) -102.34 % Provision for income taxes - - - - % Net (loss) gain$ (383,286 ) $ 16,366,550 $ (16,749,836 ) $ -102.34 % Revenue
Revenues generated for the three months endedMarch 31, 2022 and 2021 were$11,927 and$15,000 , respectively. For the three months endedMarch 31, 2022 , revenue was derived from consulting services as well as sales generated under the Company's Exclusive Distribution Agreement withAmfluent, LLC . Cost of Revenues For the three months endedMarch 31, 2022 and 2021, cost of revenues was$598 and $-, respectively. The cost of revenues for the three months endedMarch 31, 2022 increased over the prior year period due to the initiation of sales of the "Sculpt Baby" product sold under its Exclusive Distribution Agreement with
Amfluent, LLC . Gross Profit
For the three months ended
Operating Expenses Operating expenses were$123,870 and$121,176 for the three months endedMarch 31, 2022 and 2021, respectively, representing an increase of$2,694 , or 2.22%. The Company's selling, general and administrative expenses increased due to the operations of the Company's subsidiary, Market onMain, LLC . Operating loss
Operating loss was (
Other (Expenses) Income Other income was ($270,745 ) and$16,472,726 for the three months endedMarch 31, 2022 and 2021, respectively, representing a decrease of$16,743,471 , or 101.64%. The other (expenses) income for the three months endedMarch 31, 2022 included amortization of debt discounts of ($119,331 ), interest expense of ($9,428 ), loss on derivative liability of ($84,948 ), loss on issuance of notes payable of ($63,038 ) offset by interest income of$6,000 . Income tax expense
There was no income tax expense for the three months ended
Net income
Net (loss) income was (
34
Nine Months Ended
The following table sets forth information comparing the components of net
(loss) income for the nine months ended
Period over For the Nine Months Ended March 31, Period Change 2022 2021 $ % Revenue earned Revenue$ 106,927 $ 15,000 $ 91,927 $ 612.85 % Cost of goods sold 598 - 598 100.00 % Gross profit 106,329 15,000 91,329 608.86 % Operating Expenses Officer and director compensation, including stock-based compensation of$0 ,$10,000 ,$0 and$40,000 , respectively 110,087 60,000 50,087 83.48 % Depreciation expense 3,895 2,274 1,621 71.28 % Consulting services 37,800 1,700 36,100 2,123.53 % Professional services 74,169 101,412 (27,243 ) -26.86 % Selling, general and administrative 95,836 161,766 (65,930 ) -40.76 % Total operating expenses 321,787 327,152 (5,365 ) -1.64 % Income (Loss) from operations (215,458 ) (312,152 ) 96,694 30.98 % Other income (expenses) Investment income from Global Clean Solutions, LLC - 12,197 (12,197 ) -100.00 % Interest income 6,277 - 6,277 100.00 % Forgiveness of debt and accrued interest 449,294 336,786 112,508 33.41 % Gain (loss) on derivative liability 478,047 433,147 44,900 10.37 % Gain (loss) on issuance on notes payable (217,393 ) (2,715,865 ) 2,498,472 92.00 % Interest expense (51,084 ) (150,965 ) 99,881 66.16 % Amortization of debt discounts (381,013 ) (763,883 )
382,870 50.12 %
Total other income (expenses) 284,128 (2,848,583 )
3,132,711 109.97 %
Gain (loss) before provision for income taxes 68,670 (3,160,735 ) 3,229,405 102.17 % Provision for income taxes - - - % Net gain (loss) $ 68,670$ (3,160,735 ) $ 3,229,405 $ 102.17 % Revenue Revenues generated for the nine months endedMarch 31, 2022 and 2021 were$106,927 and$15,000 , respectively. The Company's revenue increased for the nine months endedMarch 31, 2021 as the Company's consulting revenue increased and the Company initiated the sales under its Exclusive Distribution Agreement
withAmfluent, LLC . Cost of Revenues
For the nine months ended
Gross Profit
For the nine months ended
Operating Expenses
Operating expenses were
Operating loss
Operating loss was (
35 Other (Expenses) Income
Other (expenses) income were$284,128 and ($2,848,583 ) for the nine months endedMarch 31, 2022 and 2021, respectively, representing an increase of$3,132,711 , or 109.97%. The other (expenses) income for the nine months endedMarch 31, 2021 included amortization of debt discounts of ($381,013 ), interest expense of ($51,084 ), loss on issuance of notes payable of ($217,393 ) offset by gain on derivative liability of$478,047 , interest income of$6,277 and forgiveness of debt and accrued interest of$449,294 . Income tax expense
There was no income tax expense for the nine months ended
Net loss
Net income (loss) was
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